Fredrikson & Byron, P.A. - John Stout

Introduction - Corporate Governance Bio

John practices in business organization, finance, and governance at Fredrikson & Byron. In August, 2011, he was appointed to a three-year term as Chair of the Corporate Governance Committee of the American Bar Association’s Business Law Section. John represents family-owned, closely-held, and publicly-owned businesses in governance, financial, and international business matters. He advises executives, boards of directors, board committees and individual directors and officers of for-profit and nonprofit organizations on domestic and international governance, risk assessment, indemnification and insurance, legal compliance, internal investigations, board and director evaluations, and the legal implications of business strategies and decisions.

John chairs Fredrikson’s Corporate Governance and Investigations Group and co-chairs its Media, Entertainment and Sports Group. He is also a member of Fredrikson’s Corporate, Securities, Mergers & Acquisitions, and International Groups. He has served as an expert witness on governance practices in three lawsuits.

John serves as a director of several nonprofit and for-profit corporations, including a large, privately owned business headquartered in Minnesota for which he chairs the Governance Committee. He is a member of the Board of Directors and Executive Committee of the Center for International Private Enterprise, Washington, D.C., and serves on the Advisory Board of the Malaysian Alliance of Corporate Directors.

John is a former Board member of the National Association of Corporate Directors, and Chair Emeritus of NACD’s Minnesota Chapter. He has served on several NACD Blue Ribbon Commissions, most recently the Commission on Risk Governance. In 2011, John completed his term as a member of the Board of Trustees of Carleton College.

He teaches courses in governance in the Business and Law Schools at the University of St. Thomas in Minneapolis, and frequently writes and speaks on corporate governance matters domestically and internationally, most recently presenting at the World Governance Forum of the International Finance Corporation (an affiliate of the World Bank) in Jakarta, Indonesia.

Education

University of Michigan Law School, J.D., 1967
Carleton College, B.A., 1962

Bar Admissions

Minnesota, 1967

Practice Areas

Selected Publications & Presentations

“ABA’s John Stout Looks at the Future of Corporate Governance,” article by Catherine Dunn, Corporate Counsel, January 10, 2013
“Integrity, Culture, and Other Intangibles for Building Long-Term Value – The Board’s Critical Responsibility,” article in Private Sector Opinion, a Global Corporate Governance Forum Publication, International Finance Corporation, Global Corporate Governance Forum, December, 2012
“It All Starts With Well-Chosen Directors,” Directors & Boards, October 2012
Presentation, “The Board’s Responsibility for Corporate Culture: Selected Governance Concerns and Tools for Addressing Corporate Culture and Board Performance,” World Governance Forum of the International Finance Corporation (an affiliate of the World Bank, Washington, D.C.), Jakarta, Indonesia, December 3, 2011
Presentation, “The Board’s Balancing Act: Managing Risk and Setting Strategy for Long Term Value,” World Governance Forum of the International Finance Corporation (an affiliate of the World Bank, Washington, D.C.), Jakarta, Indonesia, December 1, 2011
Presentation, “The Board’s Responsibility for Corporate Culture – Selected Governance Concerns and Tools for Addressing Corporate Culture and Board Performance,” Board of Directors of the Bursa Malaysia, Kuala Lampur, Malaysia, May 5, 2011
Presentation, “The Allocation of Responsibility Between Directors and Shareholders,” Malaysian Alliance of Corporate Directors Conference, Kuala Lampur, Malaysia, May 2-4, 2011
Presentation, “The Board’s Responsibility for Corporate Culture – Selected Governance Concerns and Tools for Addressing Corporate Culture and Board Performance,” Caux Round Table 25th Global Dialogue Conference, Beijing, China, October 22-24, 2010
Presentation, “The Board’s Responsibility for Corporate Culture – Selected Governance Concerns and Tools for Addressing Corporate Culture and Corporate Culture and Board Performance,” ABA Corporate Governance Spring Meeting, Denver, CO, April 24, 2010
“Corporate Governance in the Middle East,” FredNEWS: Business – Corporate Governance Edition, September 2009
Contributing editor and presenter, Center for International Private Enterprise, “From Sustainable Companies to Sustainable Economics: Corporate Governance as a Transformational Tool,” Muscat, Oman, May 19, 2009
Presentation and seminar with Mumtalakat Bahrain Holding Company, Bahrain Accountants Association, Center for International Private Enterprise, “The Board’s Balancing Act: Managing Risk and Setting Strategy,” Bahrain, May 18, 2009
Presentation, ABA Annual Meeting, “Assessing the Risks of Corporate Directorships—the Board’s Role in Risk Assessment Mitigation and Disclosure,” New York City, August 9, 2008
Presentation, ABA Annual Meeting, “Nuts and Bolts of Board Evaluations,” New York City, August 9, 2008
Presentation, Center for International Private Enterprise, “Developing an Effective Board of Directors,” Tunis, Tunisia, June, 2008
Presentation, ABA Corporate Governance Committee Spring Meeting, “The Allocation of Responsibility Between Directors and Shareholders,” Dallas, April 12, 2008
Presentation, Caux Round Table 22nd Annual Global Dialogue, “Business Values Driving the Value of Business: Board Stewardship,” Seattle, October 16-18, 2007
Presentation, Seattle University School of Law, The Fifth Annual Directors Training Academy, “The Board’s Balancing Act: Managing Risk and Setting Strategy for Long Term Value,” Seattle, June 15, 2007
Presentation, ABA Corporate Governance Committee Spring Meeting, “Shareholders’ Role in Shaping the Board – What is Next?” Washington, D.C., March 16, 2007
Presentation, Minnesota Chapter of the National Association of Corporate Directors, “Board Investigations – Getting it Right,” Naples, February 12, 2007
Presentation, Minnesota Chapter of the National Association of Corporate Directors, “Board Investigations—Getting it Right,” Minneapolis, January 9, 2007
Presentation, Lorman Education Services, Sarbanes-Oxley Act, “Governance Issues and Board Oversight,” Bloomington, MN, May 17, 2006
Presentation, ABA video conference, “Corporate Investigations: How Far is Far Enough?”, Washington, D.C., November 16, 2005
Presentation, “Trends in Corporate Governance: American and Polish Perspective,” Warsaw, Poland, October, 2005
Presentation, Minnesota State Bar Association, White Collar Criminal Law—2005 Summit, “Corporate Governance and Board Issues During a Criminal Investigation,” Minneapolis, October, 2005
Presentation, ABA Annual Meeting, “Corporate Investigations: How Far is Far Enough?”, Chicago, August 8, 2005
Contributing author, ABA Coordinating Committee on Nonprofit Governance, “Guide to Nonprofit Corporate Governance in the Wake of Sarbanes-Oxley,” May, 2005
Panelist, Minnesota Chapter of the National Association of Corporate Directors, “Facing the New World of Director Liability,” Minneapolis, March 8, 2005
Presentation, Hamline University School of Law, “Post-Enron Corporate Accountability for Companies Big and Small-The Board’s Role in Compliance,” Minneapolis, March 4, 2005
"Assessing the Risk of Corporate Directorships," article in NACD's Directors Monthly, February 2005
Presentations, Society of Corporate Compliance and Ethics workshops, "Failure to Comply and the Role of Governance," Minneapolis, Chicago, Philadelphia, Washington, D.C., Atlanta, Dallas, Los Angeles, San Francisco, October-November, 2004.
Contribution to The Boardroom View - Directors weigh in on the annual meeting, article in Boardroom Briefing, a joint publication of Directors & Boards Magazine and National Association of Corporate Directors, October 2004
Presentation, annual meeting of Society of Corporate Compliance and Ethics, "Role of Governance in Compliance," Seattle, Washington, August 24, 2004
Presentation, meeting of Corporate Committee, Trans European Law Firms Alliance, "Corporate Governance and the Liability of Boards of Directors," Hamburg, Germany, June 4-5, 2004
Presentation, meeting of Corporate Committee, Trans European Law Firms Alliance, "Corporate Governance and Organizational Integrity," Hamburg, Germany, June 4-5, 2004
Presentation, University of St. Thomas School of Law, "Corporate Responsibility-Compliance, Prevention and Best Practices," April 20, 2004
Presentation, Minnesota Council of Accounting Educators, "Corporate Governance and the Liability of Boards of Directors," April 16, 2004
Presentation, American Bar Association Committees on Nonprofit Corporations and Health Law, "Hot Topics & Current Developments in Nonprofit Corporations Law," April 3, 2004
Presentation, American Bar Association Committees on Nonprofit Corporations and Health Law, "To Pay or Not to Pay - And How Much: Director and Executive Compensation Dilemmas in Nonprofit Healthcare and Other Nonprofit Corporations," April 2, 2004
Presentation, Minnesota State Bar Association, Health Law Section, "The Impact of Sarbanes-Oxley on Ethics and Governance," Mayo Clinic, March 19, 2004
Presentation, University of St. Thomas Law Journal Symposium, "Understanding the Intersection of Business and Legal Ethics--Corporate Governance and Organizational Integrity," March 6, 2004
Presentation, Corporate Governance and Organizational Integrity, American Refugee Committee, February 29, 2004
Presentation, Creating Value Through Corporate Governance and Leadership, Right Management Consultants' Executive Briefing, February 18, 2004
Presentation, Corporate Governance and Ethics, World Bank, Washington D.C., international teleconference, December 11, 2003
Presentation, Women on Boards, November 5, 2003
“Avoiding the Limelight: Lapses in Corporate Ethics Programs and How to Prevent Future Shocks,” Presentation, NACD Annual Corporate Governance Conference, October 20, 2003
“Ethics in the Boardroom -- Setting the Right Tone at the Top,” Presentation, Fredrikson & Byron Corporate Governance Series, October 17, 2003
Corporate Governance Presentation, Twin Cities Harvard Business School Club, August 19, 2003
"Road to Better Business Reputations Will Not Be Smooth or Painless," The Business Journal, May 2, 2003
Corporate Governance Presentation, Minnesota State Bar Association, Health Law Section, April 18, 2003
"Directors Views on Effective & Successful Governance and the 29th Annual Board of Directors Study," presentation, co-hosted by Korn/Ferry International and Fredrikson & Byron, November 19, 2002
"Corporate Ethics, Governance and Entrepreneurial Leadership," panel discussion, The Collaborative, November 13, 2002
"How Boards and Companies are Responding to Increased Regulation, Shareholder Activism and a Distrustful Marketplace," presentation, National Association of Corporate Directors, October 17, 2002
“Implications for Charitable Organizations of Recent Corporate Governance Failures," presentation, National Association of Attorneys General/National Association Of State Charity Officials, October 7, 2002
“Twelve Lessons For Corporate Directors From Recent Governance Failures,” Star Tribune, September 29, 2002
“The Tortoise Becomes a Hare,” article commenting on recent proposed changes to New York Stock Exchange listing standards published in Business Forum, Star Tribune, July 2002
“Corporate Governance After Enron,” outline and presentation, Ethics Officer Association & United States Sentencing Commission regional forum entitled “Shaping Tomorrow’s Debate – Ethics, Compliance and the Organizational Sentencing Guidelines/The Role of Corporate Governance in Overseeing an Effective Program,” June 2002
“Corporate Governance After Enron,” presentation, Wedlake Bell, London, April 2002
“Corporate Governance: The Issue is Integrity,” article published in National Association of Corporate Directors’ newsletter, Director’s Monthly, March 2002
“When Governance Goes Awry,” article published in Business Forum, Star Tribune, February 2002
“Principles and Process of Corporate Governance; Current Issues,” outline and presentation, Caux Round Table, Singapore, September 2000, and Minnesota Institute of Legal Education, October 2000 (co-authored with Professor Thomas E. Holloran)
“Principles and Processes of Corporate Governance; Current Issues,” presentation, Thai Directors Institute, Bangkok, Thailand, September 2000

Professional Activities

American Bar Association, Committee on Corporate Governance, Business Law Section (Chair); Sub-Committee on International Governance Developments (Co-Chair); Committee on Non Profit Governance (Co-Chair); Task Force on Director and Officer Liability
Minnesota State Bar Association (member)
Hennepin County Bar Association (member)
National Association of Corporate Directors (past member, Board of Directors); Director and Chair Emeritus, Minnesota Chapter
National Association of Corporate Directors Blue Ribbon Commissions on Risk Governance, Board Leadership and Director Professionalism
National Association of Corporate Directors Best Practices Council on Preventing and Detecting Fraud and Other Illegal Activities
Malaysian Alliance of Corporate Directors (MACD) (Advisory Board member)
Adjunct Professor, Corporate Governance, University of St. Thomas Law School, University of St. Thomas Opus School of Business

Honors & Distinctions

2009 Twin Cities International Citizens Award, International Leadership Institute, April 2009
Champion of the Year Award, Metropolitan Economic Development Association Annual Meeting, June 2006
2005 Pro Bono Distinguished Service Award, Fredrikson & Byron, September 2005
Lifetime Achievement Award, Milestone Growth Fund, May 2005
Super Lawyer - International transactions, arts and entertainment, sports, e-commerce, securities & ventures finance, mergers and acquisitions, Law & Politics Magazine, Twin Cities Business Monthly, 1998-2006
Business Journal's Minority Business Advocate of the Year, June 2003
American Bar Association Section of Business Law 1997 Public Service Award, March 1997
Distinguished Legal Service Award, Corporate Legal Times, September 1997
Lifetime Achievement Award, Metropolitan Economic Development Association, May 1997
Carleton College Award for Distinguished Achievement, June 1992

Community Involvement

Metropolitan Economic Development Association (co-founder, Director, past Chair, and Secretary)
Milestone Growth Fund (co-founder, Director, Chair, and Secretary)
Minnesota Film Board (co-founder, Director, and past Chair)
Learning Through Music Consulting Group (co-founder, Director, and Chair)
Center for International Private Enterprise (Director and Member of Executive Committee)
Carleton College (past member, Board of Trustees)

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