Wasserstein Hall, Harvard Law School, 1585 Massachusetts Avenue
Cambridge, MA 02138
Co-Organizers: Lucian Bebchuk, Stephen Davis, and Scott Hirst
Supported by
The Harvard Roundtable on Corporate Governance is grateful for the co-sponsorship of Abernathy MacGregor, Assurant, Bank of America, Broadridge, Brunswick Group, CamberView Partners, Cartica Management, Center for Audit Quality, CFA Institute, the Coca-Cola Company, ConocoPhillips, Deloitte, Edelman, Eli Lilly, Evercore, EY Center for Board Matters, Freeport-McMoRan, FTI Consulting, Gladstone Place Partners, Goldman Sachs, Innisfree M&A, Joele Frank, Johnson Controls, JP Morgan Chase, Kekst and Company, LabCorp, Lazard Freres, Lockheed Martin, Marsh & McLennan, Merck, Monsanto, Morgan Stanley, Nasdaq, Okapi Partners, Olshan, Pay Governance, People’s United Bank, PepsiCo, Phillips 66, PJT Partners, Prudential Financial, PwC, Range Resources, Sloane & Company, State Street Corporation, Société Générale, Strategic Governance Advisors, Synchrony Financial, Teneo Governance, Third Point, Trian Fund Management, and Visa.
The Program on Corporate Governance wishes to thank its Knowledge Partners: Akin Gump, Cadwalader, Wickerhsam & Taft, Cleary Gottlieb, Cornerstone Research, Davis Polk, Debevoise & Plimpton, Fenwick & West, Fried Frank, Gibson Dunn, Jenner & Block, Kirkland & Ellis, Latham & Watkins, Mayer Brown, Ropes & Gray, Shearman & Sterling, Sidley Austin, Simpson Thacher, Skadden, Sullivan & Cromwell, Vinson & Elkins, White & Case, and Wilson Sonsini Goodrich & Rosati.
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 Investments, Franklin Templeton Investments, Goldman Sachs Asset Management, JPMorgan Asset Management, MFS Investment Management, Norges Bank Investment Management, Northern Trust, Nuveen (part of TIAA), Ontario Teachers’ Pension Plan, PGGM Investments, State Board of Administration of Florida, USS Investment Management, Vanguard, and Wellington Management.
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
October 24, 2017
Loeb House
17 Quincy Street, Cambridge, MA 02138
| 6:45 – 7:30 pm | Reception |
| 7:30 pm | Dinner |
October 25, 2017
Harvard Law School – Wasserstein Hall, Milstein West (second floor)
1585 Massachusetts Avenue, Cambridge, MA 02138
| 8:00–9:00 am | Registration and continental breakfast |
| 9:00–10:00 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 am–12:40 pm | Third morning session |
| 12:40–1:40 pm | 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 of the increasing interest of investors in social responsibility and environmental matters. The Roundtable will proceed to a discussion of current topics related to boards of directors (including composition, independence, accountability and diversity). The Roundtable will then move to a discussion of other recent developments and current debates in corporate governance. Depending on the interest of participants, additional issues to be discussed at the Roundtable may include departures from the principle of one-share/one-vote, including the index eligibility of multiple-class companies, and tenure voting; institutional investor stewardship and the rise of passive investing; recent trends in executive compensation; and mandatory arbitration and forum selection bylaws.
List of Participants
| Michele Anderson | Associate Director of the Division of Corporation Finance, SEC |
| Jeffrey Barbieri | Vice President, Corporate Governance/ESG Research, Wellington Management |
| Teresa Barger | CEO and Sr. Managing Director, Cartica |
| Lucian Bebchuk | James Barr Ames Professor of Law, Economics, and Finance, Harvard Law School |
| Allison Bennington | Partner and General Counsel, ValueAct Capital |
| Dan Bienvenue | Managing Investment Director, Global Equity, California Public Employees’ Retirement System |
| Amy Bilbija | Founding Partner and Managing Director, Strategic Governance Advisors |
| Richard Brand | Co-Chairman of the Corporate Practice Group, Cadwalader, Wickersham & Taft LLP |
| Tyler Brooke | Managing Director, Goldman Sachs |
| Maureen Bujno | Managing Director – Center for Board Effectiveness, Deloitte |
| David Cahoy | Vice President, Evercore |
| Martha Carter | Senior Managing Director, Teneo Governance |
| Gale Chang | Associate General Counsel, Bank of America |
| Ning Chiu | Counsel, Davis Polk |
| John Chory | Partner, Latham & Watkins |
| Ben Colton | Active Ownership, Norges Bank Investment Management |
| Christian Correa | Portfolio Manager, Franklin Templeton Investments |
| Douglas Currault | Deputy General Counsel and Corporate Secretary, Freeport-McMoRan |
| Maria Damico | Vice President & Associate General Counsel, Fidelity Investments |
| Stephen Davis | Associate Director and Senior Fellow, Programs on Corporate Governance and Institutional Investors, Harvard Law School |
| Warren de Wied | Partner, Fried Frank |
| Paul DeNicola | Managing Director – Governance Insights Center, PricewaterhouseCoopers |
| Matthew DiGuiseppe | VP, Head of Americas Asset Stewardship, State Street Global Advisors |
| Danielle Do | Senior Vice President, Chief Corporate & Securities Counsel, Synchrony Financial |
| Rani Doyle | Executive Director, Center for Board Matters, EY Center for Board Matters |
| Andrew Droste | Analyst, Responsible Investing, Nuveen (part of TIAA) |
| Erin Dwyer | Senior Director of Stakeholder Engagement, Center for Audit Quality |
| Jeremy Fielding | President & CEO, Kekst and Company |
| Matthew Filosa | Vice President, Director of Corporate Governance & Proxy Voting, MFS Investment Management |
| David Fitt | Partner, Pay Governance |
| Joele Frank | Managing Partner, Joele Frank |
| Jason Frankl | Senior Managing Director and Practice Leader for Activism and M&A Solutions, FTI Consulting |
| Andrew Freedman | Partner, Co-Head Activist & Equity Investment Group, Olshan |
| Marc Gerber | Partner, Skadden |
| Bruce Goldfarb | President and Chief Executive Officer, Okapi Partners |
| Jane Goldstein | Partner, Ropes & Gray |
| Marc Goldstein | Head of U.S. Research, ISS |
| Christopher Harland | Partner, PJT Partners |
| Jessy Hayem | Director, Relationship Investing, Equity Markets, Caisse de Dépôt et Placement du Québec |
| Laurie Hays | Executive Vice President, Financial Communications & Capital Markets, Edelman |
| Tracey Heaton | Senior Vice President and Chief Counsel, Visa |
| Matthew Heiman | Vice President, Corporate Secretary & Associate General Counsel, Johnson Controls |
| Scott Hirst | Research Director, Harvard Law School Program on Institutional Investors |
| Paula Johnson | Executive Vice President, Legal & Government Affairs, General Counsel, Corporate Secretary, Phillips 66 |
| Tom Johnson | Chief Executive Officer, Abernathy MacGregor |
| Kobi Kastiel | Research Director, Project on Controlling Shareholders, Harvard Law School Program on Corporate Governance |
| William J. Kelleher, III | First Vice President, Corporate Counsel and Assistant Secretary, People’s United Bank |
| Shannon Kinney | Associate General Counsel – Corporate and HR and Assistant Corporate Secretary, ConocoPhillips |
| Nishesh Kumar | Managing Director, J.P. Morgan Asset Management |
| Tripp Kyle | Partner, Brunswick Group |
| Gwen Le Berre | Director of Proxy & Governance, Charles Schwab |
| Andrew Letts | Partner, CamberView Partners |
| Kai Liekefett | Partner and Head of Shareholder Activism Response Team, Vinson & Elkins |
| Steve Lipin | Chairman and CEO, Gladstone Place Partners |
| David Lynn | Partner, Jenner & Block |
| W. Robert Main | Head of Portfolio Company Engagement, Analysis, and Voting, Vanguard |
| Bronwen Mantlo | Vice President, Deputy General Counsel and Corporate Secretary, Eli Lilly |
| Bob Marese | Managing Director, MacKenzie Partners |
| Neil Markel | Counsel, Cleary Gottlieb |
| Aeisha Mastagni | Portfolio Manager, California State Teachers’ Retirement System |
| Laura Matlin | Deputy General Counsel & Chief Governance Officer, Broadridge Financial Solutions |
| Stewart Mayhew | Vice President, Cornerstone Research |
| Debra McCormack | Managing Director – Center for Board Effectiveness, Deloitte |
| Kern McPherson | Senior Director of North American Research, Glass Lewis |
| Ken Menges | Partner, Akin Gump |
| Heather Miner | Head of Investor Relations, Goldman Sachs & Co. |
| Maggie Moore | Vice President, Fundamental Equity Client Portfolio Management, Goldman Sachs Asset Management |
| Ronald Mueller | Partner, Gibson Dunn |
| Cynthia Nastanski | Senior Vice President, Corporate Law and Deputy Corporate Secretary, PepsiCo |
| Sabastian V. Niles | Partner (M&A, Governance and Activism), Wachtell, Lipton, Rosen & Katz |
| Andrew Noreuil | Partner, Mayer Brown LLP |
| Christine O’Brien | Manager of Investment Stewardship, Elliott Management |
| Greg O’Brien | Associate Counsel,State Street Corporation |
| Jessica Olich | Vice President, Corporate Counsel & Assistant Secretary, Assurant |
| Beth E. Peev | Partner, Sidley Austin LLP |
| Morton Pierce | Partner, White & Case |
| Alfredo Porretti | Vice President, Mergers & Acquisitions – Shareholder Activism and Corporate Defense, Morgan Stanley |
| Geralyn Ritter | SVP, Corporate Secretary & Assistant General Counsel, Merck |
| Luz Rodriguez | Director, Corporate Governance and Legal Services, Colorado PERA |
| K. Scott Roy | Senior Vice President, Range Resources Corporation |
| Paul Schneider | Head of Corporate Governance, Public Equities, Ontario Teachers’ Pension Plan |
| Brian Schorr | Partner and Chief Legal Officer, Trian Fund Management |
| Geoffrey Sorbello | Manager of Strategic Equities, Elliott Management |
| Scott Spector | Partner, Fenwick & West |
| Robert Spencer | Vice President & General Counsel, Lockheed Martin Aeronautics Company |
| Danielle Sugarman | Vice President – Investment Stewardship, BlackRock |
| Daniel Summerfield | Co-Head of Responsible Investment, USS Investment Management |
| Josh Targoff | Partner, COO & General Counsel, Third Point |
| Rich Thomas | Director, Shareholder Advisory, Lazard Freres |
| Marc Treviño | Partner, Sullivan & Cromwell |
| Sandra van der Vaart | SVP and Deputy Chief Legal Officer, LabCorp |
| Jacob Weaver | Director of Global Equity Index, Northern Trust Asset Management |
| Scott Winter | Managing Director,Innisfree M&A Incorporated |
| Daniel Wolf | Partner, Kirkland & Ellis |
| Tiffany Wooley | Chief Counsel, Executive Compensation & Governance and Assistant Corporate Secretary, Marsh & McLennan Companies |
| Dan Zacchei | Managing Director, Sloane & Company |
Background Materials
Environmental and Social Responsibility
Investors Interest in Social Responsibility
- Letter from Larry Fink to CEOs Regarding Investor Engagement, BlackRock, Inc., January 2017
- Corporate Governance: Stakeholders, Wachtell Lipton Rosen & Katz, September 2017
- The Importance of Nonfinancial Performance to Investors, EY, April 2017
- How Directors Can Use Sustainability to Drive Value, Latham & Watkins LLP, April 2017
- Saving Investors from Themselves: How Stockholder Primacy Harms Everyone, B Lab, May 2017
- Companies Should Maximize Shareholder Welfare Not Market Value, Oliver D. Hart, September 2017
The Rise of Social Responsibility Proposals
- Shareholder Proposal Developments During the 2017 Proxy Season, Gibson, Dunn & Crutcher LLP, July 2017
- Investor Support Heating Up for Climate Change Proposals, Weil, Gotshal & Manges LLP, July 2017
- Breaking the Ice: Investors Warm to Climate Change, Proxy Insight, June 2017
- Shareholder Proposals: Evidence of Private Ordering Supplanting Public Policy?, Institutional Shareholder Services, Inc., June 2017
- Social Responsibility Resolutions, Scott Hirst, October 2016
Boards of Directors
Composition and Independence
- Independent Directors: New Class of 2016, EY Center for Board Matters, May 2017
- Balancing Board Experience and Expertise, Institutional Shareholder Services, Inc. July 2017
- On Long-Tenured Independent Directors, Stefano Bonini, June 2017
- Director Appointments—Is It “Who You Know”?, Ralph A. Walkling, April 2017
- Distracted Directors, Luke C.D. Stein and Hong Zhao, June 2017
- Issuers’ CEO/Chairman Structure Not Correlated with Firm Performance, Simpson Thacher & Bartlett LLP, July 2017
- Independent Directors and Controlling Shareholders, Lucian Bebchuk and Assaf Hamdani, May 2017
Monitoring and Accountability
- One Take on the Report of the Independent Directors of Wells Fargo: Vote the Bums Out, Howell E. Jackson, April 2017
- With the Benefit of Hindsight: The Wells Fargo Sales Practices Investigation Report, Cleary Gottlieb Steen & Hamilton LLP, May 2017
- Do Independent Directors Curb Financial Fraud? The Evidence and Proposals for Further Reform, Cindy A. Schipani, April 2017
- “Captured Boards”: The Rise of “Super Directors” and the Case for a Board Suite, Kobi Kastiel and Yaron Nili, June 2017
Board Diversity
- NYC Pension Funds Boardroom Accountability Project Version 2.0, CamberView Partners, September 2017
- Congressional Lawmakers Push SEC Chairman to Focus on Board Diversity Disclosure, Davis Polk & Wardwell LLP, July 2017
- Institutional Investors Lead Push for Gender-Diverse Boards, Russell Reynolds Associates, April 2017
- Declassified Boards Are More Likely to Be Diverse, Grant Bremer, Equilar Inc., August, 2017
- Activism and Board Diversity, Wachtell Lipton Rosen & Katz, September 2017
Departures from One-Share One-Vote
The Policy Debate
- Swimming Against the Current, Proxy Insight, August 2017
- The Untenable Case for Perpetual Dual-Class Stock, Lucian Bebchuk and Kobi Kastiel, April 2017
- Dual-Class Stock and Private Ordering: A System That Works, Wilson Sonsini Goodrich & Rosati, May 2017
Index Eligibility
- Snap Decision: Leading Index Providers Nix Multi-Class Shares, Davis Polk & Wardwell LLP, August 2017
- Index Eligibility as Governance Battlefield: Why the System is Not Broken and We Can Live With Dual Class Issuers, Cleary Gottlieb Steen & Hamilton LLP, July 2017
- Decreasing Patience for IPOs with Poor Shareholder Rights, Institutional Shareholder Services, Inc., June 2017
Tenure Voting
- Tenure Voting and the U.S. Public Company, David Berger and Steven Davidoff Solomon, March 2016
Institutional Investors Stewardship
- Investment Stewardship 2017 Annual Report, Vanguard, September 2017
- The Investor Stewardship Group: An Inflection Point in U.S. Corporate Governance?, John C. Wilcox, March 2017
- Proxy Voting Conflicts—Asset Manager Conflicts of Interest in the Energy and Utility Industries, The 50/50 Climate Project, May 2017
- The Increasing Evidence that Horizontal Shareholding Is Distorting Our Economy, Einer Elhauge, June 2017
- Defusing the Antitrust Threat to Institutional Investor Involvement in Corporate Governance, Edward B. Rock & Daniel L. Rubinfeld, March 2017
- Do Exogenous Changes in Passive Institutional Ownership Affect Corporate Governance and Firm Value? Rüdiger Fahlenbrach, and Cornelius Schmidt, May 2017
Executive Compensation
Pay levels, Pay for Performance and Say on Pay Votes
- Is Executive Pay Broken?, EY, April 2017
- The 200 Highest-Paid CEOs in 2016, Equilar, Inc., June 2017
- Say-on-Pay: Is Anybody Listening?, Dan Palmon, August 2017
- SEC’s Latest Guidance on Pay Ratio Rule, Davis Polk & Wardwell LLP, September 2017
- S&P 500 CEO Compensation Increase Trends, Pay Governance LLC, October 2017
- Executive Compensation: A Survey of Theory and Evidence, Alex Edmans, Xavier Gabaix & Dirk Jenter, September 2017
Mandatory Arbitration and Forum Selection Bylaws
Mandatory Arbitration
- You Want Mandatory Arbitration in your Charter? Hey, Just Ask!, Cooley LLP, August 2017
- Delaware’s Fall: The Arbitration Bylaws Scenario, Lynn M. LoPucki, May 2017
- Shareholders Deserve Right to Choose Mandatory Arbitration, Hal Scott, August 2017
Forum Selection Bylaws
- Forum-Selection Bylaws—Another Attack Rebuffed, Wachtell Lipton Rosen & Katz, December 2016
- Forum-Selection Provisions in Corporate “Contracts”, Helen Hershkoff and Marcel Kahan, September 2017
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, October 24, will take place at Loeb House, located at 17 Quincy Street in Cambridge. The conference on Wednesday, October 25, will be held at Harvard Law School, Wasserstein Hall (second floor), 1585 Massachusetts Avenue, Cambridge, MA 02138.
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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]
