Corporate Governance of Subsidiaries: Emerging Risks and Best Practices

Unraveling the Subsidiary Board's Roles and Responsibilities, Interplay With Parent Board, Liability Risks, and More

Recording of a 90-minute CLE webinar with Q&A

Conducted on Tuesday, August 1, 2017
Recorded event now available

This CLE webinar will examine the corporate governance challenges facing boards of corporations that are subsidiaries of parent companies. The panel will discuss best practices for addressing subsidiary board composition and risk management responsibility; balancing the roles and responsibilities of the subsidiary board and the parent company board; and other governance challenges.


Heightened investor scrutiny of public companies has corporate boards of directors taking their responsibility for ensuring compliance with federal and state laws related to corporate governance more seriously, including subsidiary corporate governance. For companies with subsidiary networks, instituting effective corporate governance practices is even more complex and challenging.

From appointing board members, defining the role of the subsidiary board vs. the parent board to establishing risk management responsibility and accountability, subsidiary governance handled incorrectly can result in unintended legal and financial liabilities for the parent company and subsidiary as well as personal exposure for parent and subsidiary company directors and officers.

Listen as our authoritative panel discusses key considerations for boards of directors of subsidiaries and their parent companies. The panel will discuss appropriate corporate governance structures for subsidiary boards; the subsidiary board’s role in managing risk, setting strategy and determining compensation; and best practices for minimizing liability risks.


  1. Trends in subsidiary corporate governance
  2. Best practices for boards of subsidiaries
    1. Board composition
    2. Role of subsidiary board vs. role of parent board
    3. Risk management responsibility
    4. Minimizing liability risk


The panel will discuss these and other key issues:

  • What are the key legal risks associated with subsidiary corporate governance?
  • What are some best practices for structuring subsidiary boards and defining the board’s role and responsibilities?
  • What are some effective strategies for minimizing liability risks for subsidiary and parent company boards of directors?


Debbie K. Hoffman, Chief Legal Officer
Digital Risk, Maitland, Fla.

Ms. Hoffman oversees the operation of her company's legal, compliance, risk and licensing functions. She is responsible for corporate governance, legal compliance of subsidiaries and lines of business, preparation and negotiation of legal agreements, legal regulatory issues and evaluating the company’s exposure to risk. She advises the company on a wide variety of legal issues and directs the company’s outside counsel. 

Paul Marcela, President & Managing Director
Governance Partners Group, Alpharetta, Ga.

Mr. Marcela leads Governance Partners Group, a corporate governance consulting firm that provides outsources Chief Governance Officer services to companies that have a need to practice good corporate governance but may not have sufficient internal resources to practice good governance in an appropriately robust manner. He previously served as Vice President, General Counsel & Secretary of North American Bus Industries, Inc. and also served NABI’s sister company, Blue Bird Corporation. Previously, he was Associate General Counsel & Assistant Secretary of Dow Corning Corporation, a substantial global specialty chemical company equally owned by The Dow Chemical Company and Corning, Incorporated.


CLE On-Demand - Streaming Video

Includes recorded streaming video of full program plus PDF handouts.

On-demand is the only recorded format recognized for CLE credits in DE, IN, KS, LA, MS, NC, OH, OK, SC, TN, VA, WI.

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*Only available for attorneys admitted for more than two years. For OH CLE credits, only programs recorded within the current calendar year are eligible - contact the CLE department for verification.

**NH attendees must self-determine if a program is eligible for credit and self-report their attendance.

CLE On-Demand Video $297.00

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Recorded Event

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AK, AZ, CA, CO, CT, FL, GA, HI, IA, ID, IL, KY, ME, MN, MO, MT, ND, NJ, NM, NY, OR, PA, TN, TX, UT, VT, WA, WV, WY (Note: Some states restrict CLE eligibility based on the age of a program. Refer to our state CLE Map for additional information.)

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Program Materials

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Program Materials

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CLE Credits

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Customer Reviews

The webinar provided good practical advice.

Peter Bado

Thrivent Financial

The webinar was very straightforward.

Michael Kossow


Excellent topics, discussed very well.

McClure King

Dearborn National

I liked the practicality and thoroughness of the presentation and the handouts.

Barry Jasilli

CVS Caremark

Strafford's program had excellent instructors, a clear format, and good materials.

Douglas Van Valkenburg

Day Pitney

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Corporate Law Advisory Board

Stuart M. Altman

Director, Corporate Legal Investigations


Mark H. Hain

General Counsel

Assurance America

Michael Hermsen


Mayer Brown

Matthew A. Karlyn


Foley & Lardner

Michael J. Missal

Inspector General

Department of Veterans Affairs

G. Thomas Stromberg


Jenner & Block

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