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08.13
dechert.com
About Dechert LLP
With 26 offices throughout the United States, Europe, Asia and the Middle East, Dechert LLP is an international law firm focused on corporate and securities, complex litigation and international arbitration, financial services and asset management, antitrust/competition, energy, life sciences, labor and employment, business restructuring and reorganization, intellectual property, international trade and government regulation, real estate finance and tax law.
Almaty • Austin • Beijing • Boston • Brussels • Charlotte • Chicago • Dubai • Dublin • Frankfurt • HartfordHong Kong • London • Los Angeles • Luxembourg • Moscow • Munich • New York • Orange County • ParisPhiladelphia • Princeton • San Francisco • Silicon Valley • Tbilisi • Washington, D.C.
A Price Worth Paying?A new, exciting corporate film dramacreated for corporate training
A Dechert LLP Presentation
Directed by Nick White
Screenplay by Duncan Wiggetts
“A Price Worth Paying? is a superb quality film which raises awareness of important issues facing a board in the most dramatic fashion. It has been cleverly designed to provoke uncomfortable, but much needed, debate”.
– Alan Thomson, Chairman of Hays plc and Bodycote plc, NED at Alstom
Film Synopsis
Michael MurrayChairman (Non-Executive)
Michael Murray thought that he’d suffered enough. His excitement at taking over as Chairman of Maartel International had been replaced with a horrible fear of what was coming next. Issuing one profit warning was bad enough, but two?
Having to fire the longstanding CEO was tough, but not as stressful as leading the company’s fight against a hostile takeover bid. So he was pleased when the headhunter looking for a new CEO introduced him to the dynamic American executive Bob Johnson.
Sure Bob’s demands were high, but what choice did they have?
So confident was he in his new CEO that Michael had no hesitation in supporting the proposal to spend all of Maartel’s cash reserves on a major acquisition, ignoring concerns about the target’s location and the quality of its controls.
And the allegation of illegal conduct made by the manager in their new business was surely only the revenge of a disgruntled employee ... wasn’t it?
Not Your Average Corporate Training Video
A Price Worth Paying? was written by Duncan Wiggetts, a Dechert partner in the white collar crime practice, with assistance from fellow Dechert partners and with input from experienced Board Directors and General Counsel. This is Duncan’s fourth film following The Crisis (2005), Risking It All (2007), Counting The Cost (2009), with his film initiative having already won a Financial Times legal innovation award. The film was directed by young British director Nick White, who was shortlisted for the BAFTA Short Film Awards in 2011 for his film Incorporated. Nick’s growing reputation was all important in attracting such a high-quality cast of TV and film actors, including Phil Davis (Quadrophenia, Vera Drake, Whitechapel and Silk), Simon Rouse (The Bill), and Nigel Whitmey (Saving Private Ryan).
The action was filmed in late August 2012 within Dechert’s offices and on location at the Stationers Hall.
Attorney advertising. Prior results do not guarantee a similar outcome.
A Price Worth Paying? has a running time of 35 minutes and breaks into four different parts, each packed full of issues, designed to provoke discussion among (but not limited to):
• boards of directors;
• senior executive management teams;
• general counsel/corporate counsel teams;
• compliance and risk managers;
• heads of internal audit;
• institutional shareholders; and
• corporate governance officers.
A PRICE WORTH PAYING?
PAGE 6
LIFT PHOTO
In hindsight, it was a mistake not to shoot the lift scene until everyone was back in the office after the bank holiday weekend. Our director wanted to shoot the scene both from inside the lift (see picture), and also with the camera in the lobby shooting into the lift. I suppose it was inevitable, despite having the master lift key, that the lift would be called away at the most inopportune moment by those in the building above us who wanted to leave. I wish I’d been on the higher floor when the lift doors opened, revealing two actors of advancing years wearing heavy make-up saying, “You can’t get in, we’re filming!” but with no camera in sight.
BEHIND THE SCENES
DECHERT LLP
PAGE 5
THE CAST
It was completely surreal to be queuing at the coffee bar on set behind such well-known actors as Phil Davis, Simon Rouse and Nigel Whitmey. Phil is nowadays best known for his lead roles in TV drama series Silk and Whitechapel, but a long time ago he was one of the leads in The Who film Quadrophenia and also featured prominently in the Oscar-nominated film Vera Drake. Simon is best known for appearing on peak time UK TV screens for 19 years as DCI, later Superintendent Jack Meadows, while Nigel’s extensive film credits include Saving Private Ryan. All of the other cast members have numerous film and TV credits behind them.
ON LOCATION
Most of the action was filmed in Dechert’s Blackfriars offices during what felt like the longest bank holiday weekend, starting at 8am and finishing shooting each day not long before 10pm. The venue for our one external location shoot was the Stationers Hall, where we filmed the “Upbrook Members Club” scene and the film intro. Thanks to fine weather, we were also able to film the final scene in the film outside in the courtyard behind Dechert’s offices — which presented its own challenges, with film crew members posted at all entry points to the courtyard, persuading pedestrians to take a diversion or wait until the end of the next take.
The make-up artist was also in constant demand to wipe away sweat from the two actors dressed in thick coats to give the impression of a cold November day, when in reality it was T-shirt weather on set!
A PRICE WORTH PAYING?
PAGE 2
Customized Training for Directors and Officers
We have already developed several structured interactive workshops around A Price Worth Paying? focusing on the topics within the film most relevant to the interests of our different target audiences. Years of experience have shown that the most enjoyable and effective sessions are those where sufficient time is allowed for interactive discussion and debate, with sessions being tailored for running times between 75 minutes and 3 hours. The typical format of a facilitated workshop would be something like:
TRAINING STRUCTURE
…leads to discussions on risks created by the structure of executive compensation packages, the quality of due diligence on acquisitions, the conduct of a board meeting, the responsibilities of independent directors and the role of the Chairman.
…provokes a debate on whether Maartel’s directors and officers have responded appropriately to a serious whistleblower allegation, whether the scope and length/depth of the internal investigation is adequate and whether Audit Committee members sufficiently probe surprisingly healthy results at year’s end.
…with its revelations of corporate wrongdoing, offers up very interesting questions of what action, if any, should be taken against members of senior management, and who shares the most blame for what has gone wrong at Maartel.
…poses very sobering questions in relation to the consequences for companies, directors and officers where significant wrongdoing has been discovered.
PART
1PART
2PART
3PART
4
Who do you call to discuss the customization of an interactive workshop at your company?
Linda C. Goldstein+1 212 698 [email protected]
Robert J. Jossen+1 212 698 [email protected]
David H. Kistenbroker+1 312 646 [email protected]
PAGE 3
Maartel Directors and Officers
NON-EXECUTIVES
Michael MurrayChairman (Non-Executive)
Anne LucasSenior Independent DirectorAudit Committee Chair
James MayerNon-Executive DirectorRemuneration Committee Chair
George HoffmanNon-Executive Director
Michael SheldonNon-Executive Director
Geoffrey MarshallNon-Executive Director
OTHER
Charles HarperFormer Chairman
EXECUTIVES
Bob JohnsonChief Executive Officer
Elizabeth ButlerChief Financial Officer
Meera DhanaGeneral Counsel andCompany Secretary
Iain GordonManaging DirectorElectronics Division
Tony RossiHead of Internal Audit
Not pictured:Leo DekkersDeputy Managing DirectorElectronics Division (Ballatan)
EXTERNAL ADVISERS
Sunil GuptaAudit PartnerRKMO Accountants
Alex HussainExternal CounselMontford Towers Anderson
A PRICE WORTH PAYING?
PAGE 4
Behind the Filming of A Price Worth Paying?by Duncan Wiggetts
After five months of gathering ideas, drafting a story book, finding a director, writing a script, amending the script (several times), recruiting a cast and finding shoot locations, the film crew, 13 actors and Dechert support staff gathered at 9am on Saturday, 25 August 2012 to transform A Price Worth Paying? from an idea into reality.
It was surreal to watch the Dechert client conference rooms be transformed into wardrobes and make-up rooms and to see the camera crew start building the first railway track for the movie spec camera.
THE DIRECTOR
“Let me get this right, you’re a partner in a law firm and you want to make a high-quality drama film?!” There were times during the shooting when Nick White, our director, must have regretted not hanging up on my call there and then.
After all, Nick is a young up-and-coming director with a great career ahead of him, particularly after being short-listed as recently as 2011 for the fantastic short film he wrote and directed called Incorporated. Nick also directed well-known TV actor Benedict Cumberbatch in another acclaimed short film called Inseparable. Suffice to say that it was Nick’s burgeoning reputation that helped tempt members of the stellar cast into “doing a corporate”.
THE WRITER
Described in my annual school reports as someone with “no discernible artistic talent”, I was on set throughout the filming, still pinching myself that I was seeing the creation of my fourth film in eight years. How did that happen? The new film could not have been created without the ideas I gathered initially and the support I received afterwards from so many experienced chairmen, directors, general counsel and former audit firm colleagues. A special thank you has to go to experienced Chairman Alan Thomson, whose dedication to the success of the new project knew no bounds.
Director Nick White
Writer Duncan Wiggetts
