Faculty

Gerald M. Czarnecki
Chairman of the Board & CEO
The Deltennium Group, Inc.

Mr. Czarnecki has had a diverse leadership career as a "change agent" with "hands-on" operating experience at every organizational level and in a broad range of business fields, including retail merchandising, manufacturing, financial services, technology, franchising and administrative operations.  He is currently the principal stockholder of The Deltennium Group, Inc., which has controlling and minority interests in a broad range of investments.  This company also serves as a platform for a diverse consulting, training, public speaking and turnaround management firm of associates experienced in a wide variety of consulting disciplines. Prior to forming the Deltennium Group, Mr. Czarnecki completed the turnaround of UNC, Inc., a full-service aviation company.

In 1993 Mr. Czarnecki was part of the team recruited by Louis Gerstner to begin the turnaround of IBM Corporation. Serving as an IBM Senior Vice President, Mr. Czarnecki had worldwide responsibility for human resources, real estate services, quality programs, non-manufacturing procurement, aviation and a wide range of other staff functions.  Prior to joining IBM, he held a number of executive positions in banking including General Manager, Chief Financial Officer, Chief Administrative Officer, Chief Operating Officer and Chief Executive Officer.

Mr. Czarnecki holds a B.S. in Economics from Temple University, an M.A. in Economics from Michigan State University and a Doctor of Humane Letters from National University; he is also a Certified Public Accountant.  Mr. Czarnecki is a frequent speaker on Corporate Governance and leadership, and is an author of a book on leadership entitled "You're In Charge...What Now?".  He is a member of the board of directors of State Farm Insurance Company where he serves as Chairman of the Audit Committe; State Farm Bank; DelGlobal Technologies, a public company, where he also serves as Chairman of the Audit Committee; InPractice, Inc., a privately-held company where he serves as Chairman; ATM National another privately-held company; a private company advisory board, Private Capital, Inc.  Mr. Czarnecki has a long-standing committment to Junior Achievement Wordlwide, Inc., where he serves on the Executive Committee and as Chairman of the Operations Committee, the Pension Committee and the Compensation Committee.  He also serves as Vice Chairman of the Board of Trustees of National University, and is a member of the Executive Committee, Chairman of the Academic Affairs Committee, Chairman of the Committee on Trusteeship and Chairman of the Investment Committee.

Click here to learn more about Gerald Czarnecki at www.deltennium.com.

 
Carolyn Chin

Carolyn Chin is a senior executive with extensive management experience (specializing in strategy, marketing, technology, start-ups/turnarounds) in a broad range of industries.  She is Chairman and CEO of Cebiz, a consulting and investment/management firm.  Her prior work experience includes senior executive positions at IBM, Reuters, Citibank, AT&T, Macy's, and the US Departments of Heath, Education and Welfare and Housing and Urban Development.

Carolyn has served on over 30 corporate boards of directors, corporate advisory boards and non-profit boards.  She served as Chairman of the Board of Commtouch (Nasdaq: CTCH) of Mountain View, CA and Netanya, Israel, a leader in anti-SPAM solutions from 2001-2005.  In '01-'02, she served as Chairman and interim CEO for KindMark (a leader in e-philanthropy and automated giving technology and services).  In 2003, she was elected to the Board of Directors of CH2M Hill, a $3 Billion+ engineering, environmental, and infrastructure services firm that has been named by Fortune magazine as one of the "top 100 companies to work for, and one of the most admired engineering firms."  In 2004, she joined the boards of State Farm Insurance Bank and the North American subsidiary of Holcim (one of the world's leading suppliers of cement and building materials).  In 2006, she joined the boards of Larasan Pharmaceuticals (targeted, time release painkillers) and Zogby International, the polling and research firm.
 
Carolyn has also served on a number of other corporate boards and advisory boards including:  stockjungle.com (financial community and mutual funds); Emediat (provider of Linux rapid application design tools); CEO Global Resources (database and community software); Allegiance Bank; EJV Partners (broker-dealer consortium); RWDOG (Reuters Web Development Operations Group); CRS (Citicorp Retail Services); MediaPearls (streaming and multi-media) Advisory Board; Northwestern Mutual Life Internet Advisory Board; Global Asset Management Advisory Board; Avis Advisory Board; Swissotel Advisory Board; San Francisco Chronicle Advisory Board; and the Tiger 21 Advisory Board.

She also has extensive negotiations experience and served as a member of the US delegation, working with David Rockefeller, to the Dartmouth Conferences for bilateral discussions with the USSR.  Also, she was a US delegate, with Ambassador Woodcock, to bilateral discussions with China on trade and Taiwan.  In January '05, she served on a delegation of Chinese-Americans to meet with the President of Taiwan and Hong Kong/Beijing leaders to promote better Taiwan- China and US-Greater China relations.

He is a multifaceted professional with success in a broad range of financial, legal, and general managerial disciplines with companies going through change.  His diverse work experience couples detailed knowledge of retail merchandising, investment and commercial banking, retail financial services, and technology with assignments as general manager, chief financial officer, or senior-level advisor of companies in troubled, turnaround or crisis situations.  He has extensive international business, transactional, and legal experience, covering a broad range of financial, legal, and general management matters and challenges with companies undergoing change.  He has worked with a broad range of domestic and international clients from both the public and private sectors, representing a significant cross section of industries and domiciles.  Mr. Danovitch is a graduate of Kenyon College (A.B. - 1984), of Suffolk University Law School (J. D. - 1987), and Boston University School of Law (LL.M. - Taxation - 1988).  He is a member of the District of Columbia, Massachusetts, and New York bars.

• All aspects of employee benefits and compensation law
• Creator of Fiduciary Audit Protection Program to assist plan sponsors avoid IRS and ERISA Liability
• Compliance with IRS' Employee Plans Compliance Resolution Program
• Design and drafting of qualified and non-qualified employee benefits programs
• Representation of Plan Fiduciaries in Governmental and Adversarial Proceedings
• Protection of Plan Fiduciaries from ERISA and IRS Liability, including review and analysis of appropriate fiduciary and IRS liability insurance coverage
• Employee benefit aspects of mergers and acquisitions
• Welfare benefit plan documentation and compliance with all applicable laws
• Evaluation of Health Care Plan Compliance with all applicable laws, including review of managed care and related service provider agreements
• Employee benefit plan compliance with federal and state laws relating to employment discrimination
• Analysis of retirement and health legislation and regulations
  Significant Representations
• Development of the Fiduciary Audit Operational Review System Technology which enables plan sponsors to establish best practice self-audit internal control procedures designed to assure operational compliance with ERISA and IRS qualification requirements on a cost-effective basis, as well as qualifying for the purchase of enhanced fiduciary liability and IRS liability coverage.
• Development of the Fiduciary Audit Protection Program which provides the opportunity for plan sponsor employers and board of trustees (in the case of a multi-employer plan) to be eligible  for enhanced insurance protection through the IRS Audit ProtectorSM from National Union/AIG which provides expanded coverage for IRS monetary sanctions and the cost of IRS-mandated benefit corrections.
• Preparation of comprehensive annual evaluations of employee benefit plan operational compliance with ERISA and related IRS requirements for prototype plan sponsors such as insurance companies and money managers, plan administrators and trustees, corporate plan sponsors, hospitals and other not-for-profit corporations, and boards of trustees of multi-employer plans to limit IRS monetary sanctions and ERISA fiduciary liability.
• Evaluation of Health Care Plan Compliance under ERISA and the Internal Revenue Code ("IRC") through a Fiduciary Audit® Operational Review conducted by members of the department, including review and/or negotiation of written health care plan documents under ERISA, insurance policies, third party administration agreements, analysis of ERISA fiduciary liabilities under such agreements, filing of required government forms for annual returns; qualification of voluntary employee beneficiary associations and cafeteria plans under the IRC and compliance with various rules under health care legislation and regulations (e.g., COBRA and HIPAA).
• Preparation of a cost-effective single plan document and summary plan description for all welfare benefit plans sponsored by an employer or trustees (in the case of a multiemployer plan) that incorporates whatever documentation the insurer or administrator provides, meets all compliance requirements under all applicable federal laws (ERISA, COBRA, IRC, FMLA, HIPAA and USERRA, etc.) and includes all required notices to employees and enrollment forms that are easily readable, user friendly and do not require annual review.
• ERISA counsel in landmark case involving the concept of "partial termination" under Section 411 (d)(3) of the Internal Revenue Code which requires full and immediate vesting in the event of a substantial reduction in plan participation (Walsh v. A&P). The case for the first time established that a partial termination could occur over several years as the result of a significant corporate event.
• ERISA counsel in landmark case on the valuation of a participant's accrued benefit in a defined benefit pension plan. (District 65 v. Harper & Row). The case led to legislation requiring qualified plans to state and limit the interest rate used in valuing benefits.
• ERISA counsel in important decision of Second Circuit Court of Appeals which held that New York State Superintendent of Insurance, who, acting as rehabilitator and liquidator of an insurance company under state court orders, terminated retirement benefits of former employees of an insurance company could not be considered a "fiduciary" within the meaning or ERISA (Levy v. Lewis).

Professional & Community Involvement

• Charter Fellow, American College of Employee Benefits Counsel
• National Vice President, member of the Executive Committee and Board of Governors and Chairman of the Practice Groups Committee, Republican National Lawyers Association
• Member, IRS Northeast Region Pension Liaison Group
• Founding member and former Counsel, ERISA Industry Committee ("ERIC")

• Author, Pension and Profit Sharing Plans: A Basic Guide, Executive Enterprises Publications Co.
• Author, Employee Benefits Law: ERISA and Beyond, Law Journal Seminars-Press
• Author, Health Care Benefits Law, Law Journal Seminars-Press
• Founder and editor-in-chief, Journal of Compensation and Benefits
• Editor and contributing author, Employee Benefits Handbook
• Editor and contributing author, Health Care Benefits Handbook
• Frequent lecturer on ERISA and employee benefits

• Listed, Best Lawyers in America, 2005-2007
• Named "New York Super Lawyer," 2006, based on surveys of more than 59,000 Manhattan lawyers and the independent research of Law & Politics
• Listed, Madison Who's Who, 2007 Edition
• Mr. Mamorsky's two-volume treatise Employee Benefits Law and the Employee Benefits Handbook have been cited as authority by many federal and state courts.

Education

LL.M., Taxation, New York University School of Law, 1975
J.D., New York Law School, 1972
B.A., New York University, 1967

Hal Shear
Managing Director
Board Assets, Inc.

Hal Shear is Managing Director of Board Assets, Inc. (www.boardassets.com), an advisory firm that provides governance services to directors and boards throughout the U.S., Europe, the Middle East and Latin America.  He has served on more than 12 boards and currently is an independent director/advisor of two privately held companies for which he provides strategic and operational advice as well as governance expertise.

Hal regularly advises governmental authorities, CEOs and boards of directors of NYSE, NASDAQ, private, family and nonprofit corporations on corporate governance matters, including strategy; director recruitment and selection; board composition; boardroom dynamics; and board, committee and director evaluation.  From 1999 to 2005, Mr. Shear was an advisor to the National Association of Corporate Directors (NACD) and as a member of its national faculty taught courses throughout the U.S. and internationally.  In addition to having served as a professor of Management and Corporate Governance at the Hult International Business School in Cambridge, MA, he was a senior faculty member for inboardroom programs for NYSE and NASDAQ companies in such diverse industries as energy, insurance, finance and technology.

Former Chairman and CEO of the NACD New England Chapter, former CEO of the Chicago Chapter, and former Chairman of a similar group in Silicon Valley, CA, Mr. Shear directed the formation of 12 new NACD chapters throughout the U.S. from 2002 to 2005.  He was a Commissioner on NACD Blue Ribbon Commissions (BRCs) that published reports on The Role of the Board in Corporate Strategy (2000) and on Board Evaluation: Improving Director Effectiveness (2001).  In addition, he was a Commissioner on the NACD Blue Ribbon Commission on Board Leadership (2004).

The author of articles on corporate governance, Hal is a frequent speaker at conferences and presents seminars on topics related to strategy, family businesses, entrepreneurial companies, investor relations, internal audits, conflict, ethics and directors’ roles and responsibilities.  He has recently served as an expert panelist/presenter for a variety of conferences/programs: Early Stage Governance Conference, sponsored by the University of Texas Law and Business Schools; Governance Compliance Program for the Practicing Law Insititute (PLI); an international conference on the CFO and the Board, sponsored by Boston Financial Executives International; and an International Governance program at NACD’s national conference in Washington, DC; and a Director’s Education Program for the Intermountain Business Forum in Boise, ID.

A member of the Boston Bar Association's nationally recognized 2004 Task Force on Corporate Governance, Hal chaired its Committee on Director Education and Training.  He was a regular guest lecturer for the Babson College MBA Entrepreneurial Program and is a Fellow of Kennesaw State University’s Corporate Governance Center.  He is also a founding director of Bioethics-in-Action, Inc. (www.bioethics-in-action.org), a nonpartisan organization that encourages a national dialogue on ethics in biotechnology.