November 1–2, 2016
Wasserstein Hall, Harvard Law School, 1585 Massachusetts Avenue
Cambridge, MA 02138
Co-Organizers: Lucian Bebchuk, Stephen Davis, and Scott Hirst
The Harvard Roundtable on Corporate Governance is grateful for the co-sponsorship of The Society for Corporate Governance, Abernathy MacGregor, The AES Corporation, Aetna, Aimco, American Express, Analysis Group, Aon Hewitt, Applied Materials, Assurant, Bank of America, BP, Broadridge, Brunswick Group, CamberView, CFA Institute, Chesapeake Energy, the Coca-Cola Company, ConocoPhillips, Edelman, Edison International, Eli Lilly, Equilar, Evercore Partners, Fenwick & West, Goldman Sachs, Innisfree, Joele Frank, JP Morgan, JP Morgan Chase, Kekst and Company, LabCorp, Lazard, Lockheed Martin, Microsoft, Monsanto, Morgan Stanley, Nasdaq, Norfolk Southern, Okapi Partners, Pay Governance, People’s United Bank, PepsiCo, Phillips 66, PJT Partners, Prudential Financial, PwC, Sard Verbinnen & Co, Société Générale, State Street, Teneo, Tesoro, Visa, and Wilson Sonsini Goodrich & Rosati.
The Program on Corporate Governance wishes to thank its supporting organizations: Akin Gump, Cadwalader, Cleary Gottlieb, Cornerstone Research, Davis Polk & Wardwell, Debevoise & Plimpton, Fried Frank, Gibson Dunn & Crutcher, Kirkland & Ellis, Latham & Watkins, Mayer Brown, Ropes & Gray, Shearman & Sterling, Sidley Austin, Simpson Thacher & Bartlett, Skadden, Sullivan & Cromwell, Vinson & Elkins, and White & Case.
The Program on Institutional Investors wishes to thank the institutional members of the Harvard Institutional Investor Forum: BlackRock, Caisse de Dépôt et Placement du Québec, California Public Employees’ Retirement System, California State Teachers’ Retirement System, Canada Pension Plan Investment Board, Charles Schwab Investment Management, Colorado Public Employees’ Retirement Association, Dimensional Fund Advisors, Fidelity, Florida State Board of Administration, JPMorgan Asset Management, MFS Investment Management, Norges Bank Investment Management, North Carolina Department of State Treasurer, Ontario Teachers’ Pension Plan, TIAA, USS Investment Management, and Vanguard.
Finally, the Program on Corporate Governance and the Program on Institutional Investors would like to thank the members of the Program on Corporate Governance Advisory Board, the Harvard Institutional Investors Forum Advisory Council, and the Corporate Governance Forum Advisory Council.
Agenda
List of Participants
Background Materials
Directions
Hotels
Contact Information
Agenda
November 1, 2016
Harvard Law School – Wasserstein Hall, Milstein East (second floor)
1585 Massachusetts Avenue, Cambridge, MA 02138
| 6:45 – 7:30 pm | Reception |
| 7:30 pm | Dinner |
November 2, 2016
Harvard Law School – Wasserstein Hall, Milstein West (second floor)
1585 Massachusetts Avenue, Cambridge, MA 02138
| 8:00 – 9:00 am | Registration and continental breakfast |
| 9:00 – 10:30 am | First morning session – the perspectives of F. William McNabb, Chairman and Chief Executive Officer of the Vanguard Group |
| 10:30 – 11:00 am | Coffee break |
| 11:00 – 12:30 pm | Second morning session |
| 12:30 – 1:40 pm | Buffet lunch |
| 1:40 – 2:40 pm | First afternoon session |
| 2:40 – 3:00 pm | Coffee break |
| 3:00 – 4:00 pm | Final session |
| 4:00 – 5:00 pm | Closing reception |
Roundtable Discussion Topics
The Roundtable will focus on current issues in corporate governance. The Roundtable will begin with a discussion with F. William McNabb III, the Chairman of the Board and Chief Executive Officer of Vanguard. The Roundtable will then move to a discussion about recent developments and current debates in corporate governance. Depending on the interest of participants, issues to be discussed may include the Commonsense Principles of Corporate Governance and the Business Roundtable Principles of Corporate Governance, the proposed regulation of proxy advisory firms, the ‘Brokaw Act’ proposal, poison pills and other takeover defenses, rights to call special meetings, universal ballots, and rules relating to shareholder proposals.
List of Participants
| Scott W. Bauguess | Deputy Chief Economist and Deputy Director, Division of Economic and Risk Analysis, U.S. Securities and Exchange Commission |
| Lucian Bebchuk | James Barr Ames Professor of Law, Economics, and Finance, Harvard Law School |
| Allison Bennington | General Counsel and Partner, ValueAct Capital Management |
| Jean-Frédéric Bérard | Head of Relationship Investing, Caisse de Dépôt et Placement du Québec |
| Glenn Booraem | Principal & Fund Treasurer, Vanguard |
| Karla Bos | Managing Director, Teneo Governance |
| Richard Brand | Co-Chairman of the Corporate Practice Group, Cadwalader, Wickersham & Taft LLP |
| Michelle Bushore | Deputy General Counsel, Corporate Governance and M&A, Monsanto Company |
| Joseph Chi | Co-Head of Portfolio Management and Chairman of Investment Committee, Dimensional Fund Advisors |
| Ning Chiu | Counsel, Davis Polk & Wardwell |
| David Chun | CEO & Founder, Equilar |
| Robert Clark | Distinguished Service Professor, Austin Wakeman Scott Professor of Law, Harvard Law School |
| Eileen Cohen | Managing Director, J.P. Morgan Asset Management |
| Lisa R. Cohn | Executive Vice President, General Counsel and Secretary, Aimco |
| Benjamin Colton | Active Ownership, Norges Bank Investment Management |
| Joan Conley | Senior Vice President and Corporate Secretary, Nasdaq |
| Arthur Crozier | Chairman, Innisfree M&A |
| Stephen Davis | Associate Director and Senior Fellow, Programs on Corporate Governance and Institutional Investors, Harvard Law School |
| F. Samuel Eberts III | Chief Legal Officer, Corporate Secretary and Senior Vice President – Corporate Affairs, Laboratory Corporation of America Holdings |
| Steven Epstein | Partner and Co-head of M&A, Fried Frank |
| Tony Feuerstein | Partner, Akin Gump Strauss Hauer & Feld |
| Matthew Filosa | Vice President, Corporate Governance & Proxy Voting, MFS Investment Management |
| David Fitt | Partner, Pay Governance |
| Sandra L. Flow | Partner, Cleary Gottlieb Steen & Hamilton |
| Virginia Fogg | General Counsel, Norfolk Southern |
| Joele Frank | Managing Partner, Joele Frank |
| Jesse M. Fried | Professor, Harvard Law School |
| Matthew Furman | General Counsel, Willis Towers Watson |
| Eduardo Gallardo | Partner, Gibson Dunn & Crutcher |
| Marc S. Gerber | Partner, Skadden, Arps, Slate, Meagher & Flom LLP |
| Maria Ghazal | General Counsel, Business Roundtable |
| Bruce H. Goldfarb | President and Chief Executive Officer, Okapi Partners |
| John Gould | Senior Vice President, Cornerstone Research |
| Jason M. Halper | Co-Chair, Global Litigation Department, Cadwalader, Wickersham & Taft LLP |
| Christopher Harland | Partner, PJT Partners |
| Mark H. Harnett | Managing Director, Sard Verbinnen & Co |
| Zafar Hasan | Vice President & Chief Corporate Counsel, The AES Corporation |
| Tracey Heaton | Senior Vice President and Chief Counsel, Visa |
| Scott Hirst | Associate Director, Programs on Corporate Governance and Institutional Investors, Harvard Law School |
| Ida Hoghooghi | Managing Director, Investor Relations, The Goldman Sachs Group, Inc. |
| David A. Hunker | Head of Shareholder Activism Defense, J.P. Morgan |
| David J. Jackson | Company Secretary, BP p.l.c. |
| Sarkis Jebejian | Partner, Kirkland & Ellis |
| Ross E. Jeffries | Deputy General Counsel and Corporate Secretary, Bank of America |
| Gaurav Jetley | Managing Principal, Analysis Group, Inc. |
| Paula Johnson | Executive Vice President, Legal & Government Affairs, General Counsel, Phillips 66 |
| Tom Johnson | Chief Executive Officer, Abernathy MacGregor |
| Judith Jones | Vice President and Corporate Secretary, Aetna |
| Kobi Kastiel | Research Director, Project on Controlling Shareholders, Harvard Law School Program on Corporate Governance |
| Robert Katz | Partner, Shearman & Sterling |
| Rosemary M. Kenney | Senior Director, Corporate Governance Policy & Communications, TIAA |
| Avrohom J. Kess | Partner, Simpson Thacher & Bartlett LLP |
| Shannon Kinney | Associate General Counsel – Corporate and HR and Assistant Corporate Secretary, ConocoPhillips |
| Christina Y. Lai | Vice President, Corporate Legal Affairs, Applied Materials, Inc. |
| Steven Lipin | Senior Partner, U.S., Brunswick Group |
| Paula Loop | Leader, Governance Insights Center, PricewaterhouseCoopers |
| Bronwen Mantlo | Vice President, Deputy General Counsel, and Corporate Secretary, Eli Lilly & Company |
| Aeisha Mastagni | Portfolio Manager, California State Teachers’ Retirement System |
| Barbara E. Mathews | Vice President, Associate General Counsel, Chief Governance Officer & Corporate Secretary, Edison International |
| Robert McCormick | Chief Policy Officer, Glass Lewis & Co. |
| F. William McNabb | Chairman & CEO, Vanguard |
| Theresa Molloy | Vice President, Corporate Governance, Prudential Financial |
| Adriana Morrison | Associate, Canada Pension Plan Investment Board |
| Amanda McGrady Morrison | Partner, Ropes & Gray |
| Ken S. Myers | Partner, Corporate Group, Fenwick & West |
| Cynthia Nastanski | Senior Vice President, Corporate Law and Deputy Corporate Secretary, PepsiCo |
| Sabastian V. Niles | Partner, Wachtell, Lipton, Rosen & Katz |
| Ryan O’Toole | Senior Proxy Analyst – Investment Proxy Research, Fidelity Investments |
| Jessica M. Olich | Vice President, Corporate Counsel & Assistant Secretary, Assurant, Inc. |
| Matthew Orsagh | Director of Capital Markets Policy, CFA Institute |
| Lyndon Park | Vice President – Investment Stewardship, BlackRock |
| Beth E. Peev (formerly Flaming) | Partner, Sidley Austin LLP |
| Charles Penner | Partner and Chief Legal Officer, JANA Partners |
| Lissa Perlman | Senior Vice President and Co-Head of Shareholder Activism & Corporate Governance, Kekst and Company, Inc. |
| Morton Pierce | Partner, White & Case |
| Alfredo Porretti | Vice President, Investment Banking Division, Morgan Stanley |
| Mark Preisinger | Director of Corporate Governance, The Coca-Cola Company |
| Sean Quinn | Executive Director, ISS |
| Barry Rabinowitz | Evercore |
| Tangela S. Richter | Deputy Corporate Secretary, American Express |
| Jeffrey J. Rosen | Partner, Debevoise & Plimpton |
| Kim K. W. Rucker | Executive Vice President, General Counsel & Secretary, Tesoro Corporation |
| Chris Schmitt | Partner, Mergers & Acquisitions, Private Equity and Shareholder Activism, Vinson & Elkins LLP |
| Paul Schneider | Head of Corporate Governance, Public Equities, Ontario Teachers’ Pension Plan |
| John Seethoff | Corporate Secretary and Vice President, Deputy General Counsel – Corporate Legal Group, Microsoft |
| Gregory W. Smith | Executive Director, Colorado PERA |
| Robert A. Spencer | Vice President & General Counsel, Lockheed Martin Aeronautics Company |
| Margriet Stavast-Groothuis | Advisor Responsible Investment, PGGM |
| Steven B. Stokdyk | Partner, Latham & Watkins |
| Darla Stuckey | President & CEO, The Society for Corporate Governance |
| Lex Suvanto | Global Managing Director, Financial Communications & Capital Markets, Edelman |
| Blake Thomas | Interim General Counsel, North Carolina Department of State Treasurer |
| Rich Thomas | Lazard |
| Marc Treviño | Partner, Sullivan & Cromwell |
| Kirk W. Walters | Member of the Board of Directors; SEVP – Corporate Development and Strategic Planning, People’s United Financial, Inc. |
| James R. Webb | Executive Vice President – General Counsel & Corporate Secretary, Chesapeake Energy Corporation |
| Joseph White | Managing Director, Head of Institutional Strategic Equity Sales, Société Générale |
Background Materials
I. Background Materials for Keynote Session with Bill McNabb
- Investors: Getting to Know You and Your Governance, William F. McNabb III, March/April, 2015
- Vanguard’s Approach to Corporate Governance, September 2016
- Vanguard’s Responsible Investment Policy, September 2016
- Vanguard’s Governance and Executive Compensation Principles, September 2016
- Vanguard’s Proxy Voting Guidelines, September 2016
- Vanguard’s Engagement Efforts and Proxy Voting: An Update, September 2016
- Vanguard’s View: Social Concerns and Investing, September 2016
- Letter to the Independent Leaders of the Boards of Directors of the Vanguard Funds’ Largest Portfolio Holdings, William F. McNabb III, February 2015
II. Corporate Governance Principles
A. Commonsense Principles of Corporate Governance
- Commonsense Principles of Corporate Governance, July 2016
- Open Letter: Commonsense Principles of Corporate Governance, July 2016.
- Commonsense Governance Principles: Returning Governance to its “Commonsense” Roots, McDermott, Will & Emery LLP, July 2016
- The Commonsense Governance Principles: Who Was Missing from the Table?, Orrick, Herrington & Sutcliffe LLP, August 2016
- Glass Lewis Thoughts on the “Commonsense Principles of Corporate Governance,”Glass Lewis, August 2016
- It’s Commonsense to Have a U.S. Corporate Governance Code, The Conference Board, October 2016
B. Business Roundtable Principles of Corporate Governance
- Principles of Corporate Governance, Business Roundtable, September 2016
- Thoughts on the Business Roundtable’s Principles of Corporate Governance, McDermott, Will & Emery LLP, September 2016
III. Regulation of Proxy Advisors
- Taking the Ax to Corporate Accountability, Institutional Shareholder Services, Inc., July 2016
- Statement of Katherine H. Rabin, CEO of Glass, Lewis & Co., regarding H.R. 5983, the “Financial CHOICE Act of 2016,” Glass Lewis, September 2016 [excerpt]
- Letter from Ken Bertsch, Executive Director, Council of Institutional Investors, regarding Proposed Legislation Relating to Proxy Advisory Firms, CII, September 2016
- Yet Another Congressional Proposed Corporate Reform: Proxy Advisory Firms in the Crosshairs, Orrick, Herrington & Sutcliffe LLP, July 2016
- Outsourcing Corporate Governance, Tao Li, September 2016
IV. Current Debates on the Allocation of Power between Boards and Shareholders
A. Reforms to Section 13(d) Rules
- Proposed Revisions to 13(d) Beneficial Ownership Reporting Rules, Wachtell, Lipton, Rosen & Katz, March 2016
- The Brokaw Act’s Long-Term Consequences for Activists, Kleinberg Kaplan, April 2016
B. Takeover Defenses
- The IRR of No, Institutional Shareholder Services Inc., October 2014
- The Long-Term Value of the Poison Pill, Wachtell, Lipton, Rosen & Katz, December 2015.
- The Lifecycle of Firm Takeover Defenses, Jonathan Karpoff, August 2016
C. Special Meetings, Action by Writing Consents & Advance Notice Bylaws
- Special Meeting Proposals, Simpson Thacher & Bartlett LLP, August 2016
- Advance Notice Bylaws in Light of Corvex/Williams: Displacing the Placeholder Nomination, Kirkland & Ellis LLP, August 2016
D. Universal Ballots
- Building Meaningful Communication and Engagement with Shareholders, Mary Jo White, June 2015 [excerpt]
- Universal Proxy Ballot vs. Proxy Access: Which Leads to Better Board Accountability? Matt Orsagh, CFA, CIPM, March 2015
- Universal Proxies, Scott Hirst, Harvard Law School
V. Shareholder Proposals
- Building Meaningful Communication and Engagement with Shareholders, Mary Jo White, June 2015 [excerpt]
- Letter to SEC on Rule for Shareholder Proposal Resubmissions, Business Roundtable, April 2015
- Exceptions to Rule 14a-8 Shareholder Proposals Exclusion, Wachtell, Lipton, Rosen, and Katz LLP, October 2015
- Can We Do Better by Ordinary Investors? A Pragmatic Reaction to the Dueling Ideological Mythologists of Corporate Law [excerpt, pp. 488-491], Leo Strine, March 2014
- Shareholder Proposals Contested by Firm Management, Suraj Srinivasan, Eugene F. Soltes, and Rajesh Vijayaraghavan, June 2016
- Shareholder Proposal Settlements, Sarah Haan, June 2016
Directions
Below we have provided maps from the nearby hotels to the location of the Roundtable at Harvard Law School. If you’re arriving by taxi, direct the driver to 1585 Massachusetts Avenue in Cambridge, north of Harvard Square. You can enter either of the Wasserstein Hall entrances from Massachusetts Avenue.
Dinner on Tuesday, November 1 will take place in WCC 2036, located in Milstein East on the second floor of Wasserstein Hall at Harvard Law School.
On Wednesday, November 2 the Roundtable will be held in WCC 2019, located in Milstein West on the second floor of Wasserstein Hall.
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Wasserstein Hall Harvard Law School 1585 Massachusetts Avenue Cambridge, MA 02138 |
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The Charles Hotel 1 Bennett Street Cambridge, MA 02138 |
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Sheraton Commander Hotel 16 Garden Street Cambridge, MA 02138 |
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Hyatt Regency Cambridge 575 Memorial Drive Cambridge, MA 02139 |
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Hotel Marlowe 25 Edwin H. Land Boulevard Cambridge, MA 02141 |
Hotels
Below is the information for recommended hotels in the Cambridge area. The Charles Hotel and the Sheraton Commander are within walking distance of the law school, but please note that the Hyatt Regency Cambridge and the Hotel Marlowe would require a taxi to the law school.
The Charles Hotel: charleshotel.com
Sheraton Commander: sheratoncommander.com
Hyatt Regency Cambridge: cambridge.hyatt.com/en/hotel/home.html
Hotel Marlowe: hotelmarlowe.com
Contact Information
For more information, please contact Kat Linnehan, administrative director at:
Tel. (617) 495-8254
[email protected]
