March 15–16, 2016
Wasserstein Hall, Harvard Law School, 1585 Massachusetts Avenue
Cambridge, MA 02138
Co-Organizers: Lucian Bebchuk, Stephen Davis, and Scott Hirst
Supported by
In addition to Deloitte, the Harvard Roundtable on Corporate Governance is grateful for the co-sponsorship of the Society of Corporate Secretaries and Governance Professionals, Aon Hewitt, Broadridge, Camberview, CFA Institute, Coca-Cola, Edelman, EMC Corporation, Evercore, Goldman Sachs, Hermes Investment Management, Innisfree, JPMorgan Chase, Joele Frank, Lazard, Lockheed Martin, McDonald’s Corporation, Microsoft, Monsanto, Morgan Stanley, Nasdaq, Olshan Frome Wolosky, PepsiCo, Phillips 66, Prudential Financial, PwC, Russell Reynolds Associates, Sard Verbinnen, Société Générale, State Street Corporation, Teneo, Trian Fund Management, Tyco, United Health, Visa, and Willis Towers Watson.
The Program on Corporate Governance wishes to thank its supporting organizations: Cadwalader, Cleary Gottlieb, Corporation Service Company, Cornerstone Research, Davis Polk & Wardwell, Debevoise & Plimpton, Fried Frank, Gibson Dunn & Crutcher, 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
March 15, 2016
Loeb House, 17 Quincy Street, Cambridge, MA 02138
6:45–7:30 pm | Reception |
7:30 pm | Dinner |
March 16, 2016
Harvard Law School
Wasserstein Hall, Room 2009 (second floor)
1585 Massachusetts Avenue, Cambridge, MA 02138
8:15–9:00 am | Registration and continental breakfast |
9:00–10:00 am | First morning session |
10:00–10:20 am | Coffee break |
10:20 -11:20 am | Second morning session |
11:20–11:40 am | Coffee break |
11:40–12:40 pm | Third morning session |
12:40–1:40 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 |
The Roundtable sessions will focus on current issues in corporate governance, including those likely to arise in the upcoming proxy season. The Roundtable will begin with a discussion of board election arrangements; depending on the interest of participants, issues that may be discussed include proxy access, majority voting, and universal ballot. The discussion will then move to consider shareholder rights to participate in corporate decision-making; issues that may be discussed include poison pills, rights to call a special meeting, and rights to submit shareholder proposals. The Roundtable will then move to a discussion of issues related to board composition and leadership, as well as engagement between directors and shareholders; depending on the interest of participants, issues that may be discussed include board diversity and refreshment, and the separation of chairman and CEO. The discussion will subsequently move to consider issues related to political spending and social responsibility resolutions and, to the extent that time permits, share buybacks and shareholder involvement in capital allocation matters.
List of Participants
Maryellen Andersen | Corporate Governance Officer, Vice President, Institutional Investor and Corporate Relations, Broadridge |
Adel Aslani-Far | Partner, Latham & Watkins |
Scott W. Bauguess | Deputy Chief Economist and Deputy Director, Division of Economic and Risk Analysis, U.S. Securities and Exchange Commission |
Lucian Bebchuk | Friedman Professor of Law, Economics, and Finance, Harvard Law School |
Amy Bilbija | Managing Director, Evercore Partners |
Richard Brand | Partner, Cadwalader, Wickersham & Taft LLP |
Maureen Bujno | Director, Center for Corporate Governance, Deloitte LLP |
Martha Carter | Senior Managing Director, Teneo Governance |
Ning Chiu | Counsel, Davis Polk & Wardwell |
Robert Clark | Distinguished Service Professor, Austin Wakeman Scott Professor of Law, Harvard Law School |
Eileen Cohen | Managing Director, J.P. Morgan Asset Management |
Isaac Corré | CEO, Governor’s Lane |
Arthur Crozier | Chairman, Innisfree M&A |
Scott Davis | Partner, Mayer Brown |
Stephen Davis | Associate Director and Senior Fellow, Programs on Corporate Governance and Institutional Investors, Harvard Law School |
Deborah DeHaas | Vice Chairman and National Managing Partner, Center for Corporate Governance, Deloitte LLP |
Lawrence E. Dennedy | President, MacKenzie Partners, Inc. |
David Eaton | Associate Partner, Corporate Governance, Aon Hewitt |
Michelle Edkins | Global Head, Investment Stewardship, BlackRock |
Matthew Filosa | Vice President, Corporate Governance & Proxy Voting, MFS Investment Management |
Peggy Foran | Chief Governance Officer, Senior Vice President and Corporate Secretary, Prudential Financial |
Joele Frank | Managing Partner, Joele Frank |
Andrew Freedman | Partner, Co-Head Activist & Equity Investment Group, Olshan Frome Wolosky LLP |
Matthew Furman | Executive Vice President and Group General Counsel, Willis Towers Watson |
Michael Garland | Assistant Comptroller for Corporate Governance and Responsible Investment, Office of New York City Comptroller |
Marc Gerber | Partner, Skadden, Arps, Slate, Meagher & Flom LLP |
Todd Gershkowitz | Executive Vice President, Head of Global Total Rewards and HR Shared Services, State Street Corporation |
Jane Goldstein | Partner, Ropes & Gray |
Gavin Grant | Head of Active Ownership, Norges Bank Investment Management |
Jean-Luc Gravel | Executive Vice-President, Equity Markets, Caisse de Dépôt et Placement du Québec |
Nancy Hamilton | Deputy General Counsel, Corporate Governance and Mergers & Acquisitions, Monsanto Company |
Mark H. Harnett | Managing Director, Sard Verbinnen & Co |
Tracey Heaton | Senior Vice President and Chief Counsel, Visa |
Matthew R. A. Heiman | Vice President, Chief Compliance & Audit Officer, Tyco International |
Scott Hirst | Associate Director, Programs on Corporate Governance and Institutional Investors, Harvard Law School |
Jack Jacobs | Senior Counsel, Sidley Austin; Former Justice, Delaware Supreme Court |
Paula Johnson | Executive Vice President, Legal, General Counsel and Corporate Secretary, Phillips 66 |
Robert Katz | Partner, Shearman & Sterling |
Rosemary M. Kenney | Senior Director, Corporate Governance Policy & Communications, TIAA |
Thomas Keusch | Assistant Professor, Erasmus University Rotterdam |
Gwen Le Berre | Director – Proxy & Governance, Charles Schwab Investment Management |
Victor I. Lewkow | Partner, Cleary Gottlieb Steen & Hamilton LLP |
Kai Haakon E. Liekefett | Partner, Head of Shareholder Activism Response Team, Vinson & Elkins LLP |
Paula Loop | Leader, Governance Insights Center, PricewaterhouseCoopers |
Michael Ma | Senior Associate, Sustainable Investing, Canada Pension Plan Investment Board |
W. Robert Main | Head of Corporate Governance, Vanguard Group |
Gianna McCarthy | Director of Corporate Governance, New York State Common Retirement Fund |
Robert McCormick | Chief Policy Officer, Glass Lewis & Co. |
Colin Melvin | Global Head of Stewardship, Hermes Investment Management |
Kerri Morey | Assistant General Counsel, Lockheed Martin |
Meryl Murtagh | Corporate Governance Attorney, North Carolina Department of State Treasurer |
Sabastian V. Niles | Partner, Activism, Governance and M&A, Wachtell, Lipton, Rosen & Katz |
Rusty O’Kelley III | Managing Director, Russell Reynolds Associates |
Ryan O’Toole | Senior Proxy Analyst, Fidelity Investments |
Matthew Orsagh | Director of Capital Markets Policy, CFA Institute |
Muir Paterson | Managing Director, Goldman Sachs |
Susan Permut | Senior Vice President & Deputy General Counsel, EMC Corporation |
Mark Preisinger | Director of Corporate Governance, The Coca-Cola Company |
Sean Quinn | Executive Director, ISS |
William Regner | Partner, Debevoise & Plimpton |
Jim Rossman | Managing Director, Head of Corporate Preparedness, Lazard |
Gloria Santona | Executive Vice President, General Counsel and Secretary, McDonald’s Corporation |
Brian Schorr | Partner and Chief Legal Officer, Trian Fund Management |
Linda Scott | Managing Director, Associate Corporate Secretary, JPMorgan Chase |
John Seethoff | Corporate Secretary and Vice President, Deputy General Counsel – Corporate Legal Group, Microsoft |
Anne Sheehan | Director of Corporate Governance, California State Teachers’ Retirement System |
Mark Simons | Senior Research Analyst, Halcyon Asset Management |
Dannette Smith | Secretary to the Board of Directors, UnitedHealth Group |
Gregory W. Smith | Executive Director, Colorado PERA |
David Strandberg | Chief Counsel, Listing Qualifications, Nasdaq, Inc. |
Darla Stuckey | President & CEO, Society of Corporate Secretaries and Governance Professionals |
Sunil Suri | Portfolio Manager, Dimensional Fund Advisors |
Lex Suvanto | Global Managing Director, Financial Communications & Capital Markets, Edelman |
Marc Trevino | Partner, Sullivan & Cromwell |
Karen L. Valihura | Justice, Delaware Supreme Court |
Joseph White | Managing Director, Head of Institutional Strategic Equity Sales, Société Générale |
Christopher Wightman | Partner, CamberView Partners |
Lori Zyskowski | Partner, Gibson Dunn & Crutcher |
Background Materials
A. The Preceding Proxy Season
- Corporate Governance Survey—2015 Proxy Season, Fenwick & West LLP, February 2016
- 2015 Annual Corporate Governance Review, Georgeson Inc., February 2016
- Four Takeaways from Proxy Season 2015, EY Center for Board Matters, July 2015
B. Director Election Arrangements
Proxy Access
- Expansion of Boardroom Accountability Project, Office of the Comptroller, City of New York, January 2016
- Proxy Access Bylaw Developments and Trends, Sullivan & Cromwell LLP, September 2015
- Is Proxy Access Inevitable? [excerpt, pp. 1-20] Sidley Austin LLP, November 2015
Universal Ballots
- Building Meaningful Communication and Engagement with Shareholders, Mary Jo White, June 2015
- 2016 Proxy Season: Engagement, Transparency, Proxy Access [excerpt, p. 7], Weil, Gotshal & Manges LLP
Majority Voting
- 2015 Corporate Governance Survey [excerpt, pp. 34-35], Shearman & Sterling, November 2015
- Does Majority Voting Improve Board Accountability? Stephen J. Choi, Jill E. Fisch, Marcel Kahan, and Edward B. Rock, November 2015
C. Division of Power between Shareholders and Boards
Poison Pills
- The Long-Term Value of the Poison Pill, Wachtell, Lipton, Rosen & Katz, December 2015
- Shareholder Returns of Hostile Takeover Targets, Wachtell, Lipton, Rosen & Katz, October 2014
- The IRR of No, Institutional Shareholder Services Inc., October 2014
Rights to Call Special Meetings & Advance Notice Bylaws
- Special Meeting Proposals, Simpson Thacher & Bartlett LLP, August 2015
- New Guidance on Advance Notice By-Laws, Milbank, Tweed, Hadley & McCloy LLP, August 2015
The 14A-8 Debate
- Building Meaningful Communication and Engagement with Shareholders, Mary Jo White, June 2015
- SEC Rulings on Shareholder Proposals and Ordinary Business Rule, Gibson, Dunn & Crutcher LLP, November 2015
- Letter to SEC on Rule for Shareholder Proposal Resubmissions, Business Roundtable, April 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
D. Board Composition
Board Refreshment and Tenure
- 2015 Corporate Governance Survey [excerpt, pp. 20-24], Shearman & Sterling, November 2015
- The Trend Towards Board Term Limits is Based on Faulty Logic, Robert Pozen, June 2015
- The “New Insiders”: Rethinking Independent Directors’ Tenure, Yaron Nili, February 2016
- North America’s Board Refreshment Challenge, Legal & General Investment Management, February 2016
Board Diversity
- 2015 Corporate Governance Survey [excerpt, pp. 18-19], Shearman & Sterling, November 2015
- The Pursuit of Gender Parity in the American Boardroom, Mary Jo White, November 2015
- Do Women Stay Out of Trouble? Anup Agrawal, Binay Adhikari, and James Malm, August 2015
Separation of Chairman and CEO
- General Motor’s New Chairman of the Board, Automotive News, January 2016
- Independent Chair Proposals, Simpson Thacher & Bartlett LLP, August 2015
E. Engagement
- New Investor Guide on Engaging on ESG Issues [excerpt, pp. 3-10, 18-20, 30], Gibson, Dunn & Crutcher LLP, June 2015
- The Changing Dynamics of Governance and Engagement, Wachtell, Lipton, Rosen & Katz, July 2015
- 2016 Proxy Season: Engagement, Transparency, Proxy Access [excerpt, pp. 2-5], Weil, Gotshal & Manges LLP, February 2016
F. Political Spending Resolutions
- Proxy Monitor 2015 Mid-Season Report, Manhattan Institute, June 2015
- 2015 Annual Corporate Governance Review, Georgeson Inc., February 2016
- 2015 CPA-Zicklin Index of Corporate Political Disclosure, Center for Political Accountability, February 2015
- Corporate Political Disclosure and Mutual Fund Vote (2015 Report), Center for Political Accountability, December 2015
- Responding to Corporate Political Disclosure Initiatives, Covington & Burling LLP, January 2015
G. Social Responsibility Resolutions
- Corporate Investment in ESG Practices, The Conference Board, August 2015
- Active Ownership, Oğuzhan Karakaş, Elroy Dimson, and Xi Li, October 2015
H. The Debate on Buybacks, Capital Allocation and Short-Termism
- Letter from Larry Fink to S&P 500 CEOs, BlackRock, March 2015
- What the 2016 BlackRock Letter Means for Shareholder Engagement and Disclosure Practices, Cleary Gottlieb Steen & Hamilton LLP, February 2016
- Stock Buybacks Aren’t Hurting Innovation, Greg Satell, March 2015
- The Real Effects of Share Repurchases, Mathias Kronlund, Heitor Almeida, and Vyacheslav Fos, February 2016
- The New Paradigm for Corporate Governance, Wachtell, Lipton, Rosen & Katz, February 2016
Directions
Below we have provided maps from the nearby hotels to the location of the conference at Harvard Law School. If you’re arriving by taxi, direct the driver to 1585 Massachusetts Avenue in Cambridge, north of Harvard Square.
Dinner on Tuesday, March 15 will take place at Loeb House, located at 17 Quincy Street in Cambridge. On Wednesday, March 16 you will enter either entrance of Wasserstein Hall off Massachusetts Avenue. The conference will be held in WCC 2009, located on the second floor of Wasserstein. From 8:15 am to 9:00 am, registration will be held outside the room and a continental breakfast will be held in Milstein West.
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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 |
Directions to the Pre-Conference Dinner on Tuesday, March 15
Tuesday, March 15, we will hold a reception and dinner at Loeb House, 17 Quincy Street, Cambridge. The reception will commence at 6:45 pm and the dinner at 7:30 pm.
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Hotels
Below is the information for the hotels where we have arranged for discounted rates. 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 Marlow would require a taxi to the law school.
The Charles Hotel: http://www.charleshotel.com
Sheraton Commander: http://www.sheratoncommander.com
Hyatt Regency Cambridge: http://cambridge.hyatt.com/en/hotel/home.html
Hotel Marlowe: http://www.hotelmarlowe.com
Contact Information
For more information, please contact Kat Linnehan, administrative director at:
Tel. (617) 495-8254
[email protected]