Co-Organizers: Lucian Bebchuk, Stephen Davis, Matt Filosa, and Scott Hirst
Supported by
The Harvard Roundtable on Shareholder Engagement is grateful for the co-sponsorship of Abernathy MacGregor, the AES Corporation, American Express, Bank of America, Broadridge, Brunswick Group, Cartica Management, CFA Institute, Chevron, Citi, the Coca-Cola Company, ConocoPhillips, Deloitte, Edelman, Eli Lilly, Evercore, Freeport-McMoRan, FTI Consulting, Gilead Sciences, Gladstone Place Partners, Goldman Sachs, Innisfree M&A Incorporated, Joele Frank, JPMorgan Chase, Kekst, Kingsdale Advisors, Kleinberg Kaplan, KPMG, LabCorp, Lazard Freres, McDonald’s, Morgan Stanley, Nasdaq, Norfolk Southern, Okapi Partners, PepsiCo, Pfizer, Prudential Financial, PwC, Range Resources, Regions Financial, Schulte Roth & Zabel, State Street Corporation, Strategic Governance Advisors, Synchrony Financial, Teneo Governance, Visa, and Wells Fargo.
The Program on Corporate Governance wishes to thank its Knowledge Partners: Akin Gump, Cadwalader, Wickersham & 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, Wilson Sonsini Goodrich & Rosati, and Winston & Strawn.
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, 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, Ontario Teachers’ Pension Plan, PGGM Investments, State Board of Administration of Florida, State Street Global Advisors, 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
June 5, 2018
Loeb House
17 Quincy Street, Cambridge, MA 02138
| 6:45 pm | Reception |
| 7:30 pm | Dinner |
June 6, 2018
Harvard Law School
Wasserstein Hall, Room 2012 (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 |
| 1:40–2:35 pm | First afternoon session |
| 2:35–2:55 pm | Coffee break |
| 2:55–3:50 pm | Final session |
| 3:50–5:00 pm | Closing reception |
| 4:00–5:00 pm | Issuer-only meeting in Room 3007 and Mutual fund and pension fund-only meeting in Room 3012 |
Roundtable Discussion Topics
The Roundtable will begin with presentations about, and a discussion of, the advantages and disadvantages of dual-class structures. The Roundtable will then move to consideration of proposals regarding the inclusion of companies with such structures in equity indices, including MSCI’s ongoing consultation on the issue. Next, the Roundtable will proceed to a discussion of environmental, social, and governance (ESG) engagement. Depending on the interest of participants, topics to be discussed may include Larry Fink’s 2018 Letter to CEOs, ESG shareholder proposals, ESG metrics and disclosures, and the role of hedge funds in ESG initiatives. Finally, the Roundtable will move to a discussion of recent developments in investor activism. Depending on the interest of participants, issues to be discussed may include proxy contests and settlements, activist and issuer strategies, activism by investment managers and pension funds, and activism regarding payouts to shareholders.
List of Participants
| Maryellen Andersen | Corporate Governance Officer, Vice President, Institutional Investor and Corporate Relations, Broadridge Financial Solutions |
| Donna Anderson | Vice President, Global Corporate Governance, T. Rowe Price |
| Travis Antoniono | Activist and Sustainability Investment Officer, California State Teachers’ Retirement System |
| Lindsey Apple | Senior Corporate Governance Analyst, MFS Investment Management |
| Anthony Augliera | Deputy General Counsel & Corporate Secretary, Wells Fargo |
| Lucian Bebchuk | James Barr Ames Professor of Law, Economics, and Finance, Harvard Law School |
| David J. Berger | Partner, Wilson Sonsini Goodrich & Rosati |
| Andre Bouchard | Chancellor, Delaware Court of Chancery |
| Carol Bowie | Senior Advisor, Teneo Governance |
| Margaret Brown | Investment Banking Associate, Morgan Stanley |
| Stephen Brown | Senior Advisor, KPMG |
| Maureen Bujno | Managing Director – Center for Board Effectiveness, Deloitte LLP |
| Megan Campbell | Assistant Secretary, The AES Corporation |
| Janet Carrig | Senior Vice President, Legal, General Counsel and Corporate Secretary, ConocoPhillips |
| Chris Cernich | Founding Partner, Strategic Governance Advisors |
| Joan Conley | Senior Vice President and Corporate Secretary, Nasdaq, Inc. |
| Arthur B. Crozier | Chairman, Innisfree M&A Incorporated |
| Douglas Currault | Deputy General Counsel and Corporate Secretary, Freeport-McMoRan |
| Christopher P. Davis | Partner, Kleinberg Kaplan |
| Eva Davis | Co-Chair, Global Private Equity, Winston & Strawn |
| Stephen Davis | Associate Director and Senior Fellow, Programs on Corporate Governance and Institutional Investors, Harvard Law School |
| Paul DeNicola | Managing Director – Governance Insights Center, PricewaterhouseCoopers |
| Monika Driscoll | CFA, Partner, Brunswick Group |
| David Dubner | Managing Director, Goldman Sachs |
| Steven Epstein | Partner and Co-Head of M&A, Fried Frank |
| Michael Fein | EVP, Head of US Operations, Kingsdale Advisors |
| Jeremy Fielding | President & CEO, Kekst |
| Matt Filosa | Associate Director, Programs on Corporate Governance and Institutional Investors, Harvard Law School |
| Virginia Fogg | General Counsel, Norfolk Southern |
| Peggy Foran | Chief Governance Officer, Senior Vice President and Corporate Secretary, Prudential Financial, Inc. |
| Mary A. Francis | Corporate Secretary and Chief Governance Officer, Chevron Corporation |
| Tara Gabbai | Assistant General Counsel, Pfizer |
| Patrick Gadson | NY Activism Chair, Vinson & Elkins |
| Eduardo Gallardo | Partner, Gibson Dunn |
| Edward Gehl | Director, Investment Proxy Research, Fidelity Investments |
| Linda Giuliano | Senior Vice President and Head of Responsible Investment, AllianceBernstein |
| Cristiano Guerra | Head of ISS’ Special Situations Research, ISS |
| Larry Hamdan | Head of M&A – Americas, Barclays Capital |
| James Hamilton | Director, BlackRock Investment Stewardship, BlackRock |
| Jessy Hayem | Director, Relationship Investing, Equity Markets, Caisse de Dépôt et Placement du Québec |
| Alexandra Higgins | Managing Director, Okapi Partners |
| Keith Higgins | Chair, Securities & Governance Practice, Ropes & Gray |
| Paul Hilal | Founder & CEO, Mantle Ridge LP |
| Scott Hirst | Research Director, Program on Institutional Investors, Harvard Law School |
| Sophia Hudson | Partner, Davis Polk |
| Jack B. Jacobs | Senior Counsel, Sidley Austin LLP |
| Ross E. Jeffries, Jr. | Deputy General Counsel and Corporate Secretary, Bank of America |
| Carl Jenkins | Managing Director, FTI Consulting |
| Tom Johnson | Chief Executive Officer, Abernathy MacGregor |
| Jonas Jølle | Head of Policy, Norges Bank Investment Management |
| Robert Katz | Partner, Shearman & Sterling LLP |
| Ele Klein | Partner, Co-Head of Global Shareholder Activism Group and Member of Executive Committee, Schulte Roth & Zabel |
| Jerry Krulewitch | Executive Vice President, General Counsel and Secretary, McDonald’s Corporation |
| Nishesh Kumar | Managing Director, J.P. Morgan Asset Management |
| Shawn Lampron | Partner, Fenwick & West |
| Beau Lescott | Portfolio Manager, Inherent Group |
| Marc Lindsay | Senior Strategist, Vanguard |
| Steve Lipin | Chairman and CEO, Gladstone Place Partners |
| Mike Lubrano | Co-Founder and Managing Director, Corporate Governance and Sustainability, Cartica Management |
| Jeff Mahoney | General Counsel, Council of Institutional Investors |
| Jennifer Manning | Associate General Counsel and Corporate Secretary, The Coca-Cola Company |
| Bob Marese | Managing Director, MacKenzie Partners |
| Glenn McGrory | Partner, Cleary Gottlieb |
| Kern McPherson | Senior Director of North American Research, Glass Lewis |
| Caitlin McSherry | Assistant Vice President, Asset Stewardship, State Street Global Advisors |
| Hope Mehlman | Chief Governance Officer & Assistant Corporate Secretary, Regions Financial |
| Dimitris Melas | Managing Director and Global Head of Core Equity Research, MSCI |
| Sean Mersten | SVP, Senior Counsel – Securities & Finance, Synchrony Financial |
| Catherine Moyer | Proxy Analyst, Northern Trust Asset Management |
| Toby Myerson | Chairman & CEO, Longsight Strategic Advisors |
| Andrew Noreuil | Partner, Mayer Brown |
| Christine O’Brien | Head of Investment Stewardship, Elliott Management |
| Betsy Oliphant | Senior Vice President and Managing Counsel, Global Compensation and Employment, State Street Corporation |
| Muir Paterson | CFA, Managing Director, Global Head of Strategic Shareholder Advisory, Citi |
| Morton Pierce | Partner, White & Case |
| Brett Pletcher | EVP, General Counsel, Chief Compliance Officer and Corporate Secretary, Gilead Sciences |
| Michael Rachlin | Senior Manager, Deloitte Advisory |
| Peter Reali | Senior Director, Responsible Investing, Nuveen |
| Marc Regenbaum | Managing Director & Portfolio Manager, Neuberger Berman |
| William Regner | Partner, Debevoise & Plimpton |
| Tangela Richter | Corporate Secretary and Chief Governance Officer, American Express |
| Luz Rodriguez | Director, Corporate Governance and Legal Services, Colorado PERA |
| Gary Schmirer | Principal, Cornerstone Research |
| Joel Schneider | Senior Portfolio Manager and Vice President, Dimensional Fund Advisors |
| Paul Schneider | Head of Corporate Governance, Public Equities, Ontario Teachers’ Pension Plan |
| Linda E. Scott | Managing Director, Associate Corporate Secretary, JPMorgan Chase |
| David Segal | Portfolio Manager, Franklin Templeton Investments |
| Scott Spieth | Managing Director, Evercore |
| Darla C. Stuckey | President & CEO, Society for Corporate Governance |
| Lex Suvanto | Global Managing Director, Financial Communications & Capital Markets, Edelman |
| Roberto Tallarita | Senior Fellow, Harvard Law School Program on Corporate Governance |
| Sarah Teslik | Partner, Joele Frank |
| Rebecca Tyler | Senior Counsel, Akin Gump |
| Sandra van der Vaart | SVP and Deputy Chief Legal Officer, LabCorp |
| Kurt von Moltke | Partner and Co-Chair of M&A, Jenner & Block |
| Dieter Waizenegger | Executive Director, CtW Investment Group |
| Catherine Winner | Vice President; Fundamental Equity ESG & Stewardship, Client Portfolio Management – New York, Goldman Sachs Asset Management |
| Daniel Wolf | Partner, Kirkland & Ellis |
| Andrew Wood | Vice President, Lazard Freres |
Background Materials
I. The Continuing Debate Over Dual-Class Stock
A. The Pros and Cons of Dual-Class
- The Untenable Case for Perpetual Dual-Class Stock, Lucian A. Bebchuk & Kobi Kastiel
- The Life-Cycle of Dual Class Firms, Martijn Cremers, Beni Lauterbach and Anete Pajuste
- The Perils of Small-Minority Controllers, Lucian A. Bebchuk & Kobi Kastiel
- Dual-Class Stock and Private Ordering: A System That Works, David J. Berger, Wilson Sonsini Goodrich & Rosati
- Mutualism: Reimagining the Role of Shareholders in Modern Corporate Governance, Kara M. Stein, U.S. Securities and Exchange Commission
- Perpetual Dual-Class Stock: The Case Against Corporate Royalty, Robert J. Jackson, Jr., U.S. Securities and Exchange Commission
- Why Dual-Class Stock: A Brief Response to Commissioners Jackson and Stein, David Berger, Wilson Sonsini Goodrich & Rosati
B. The MSCI Index Adjustment Proposal
- Summary of MSCI Consultation Paper on Voting Rights and Index Inclusion, Dimitris Melas, MSCI
- CII Comment Letter to MSCI On Unequal Voting Structures, Ken Bertsch, CII
- Open Letter Regarding Consultation on the Treatment of Unequal Voting Structures in the MSCI Equity Indexes, Barbara Novick, Blackrock
II. Environmental and Social Activism
A. Larry Fink’s 2018 Annual Letter
- A Sense of Purpose, Larry Fink, BlackRock, Inc.,
- BlackRock Investment Stewardship’s Approach to Engagement on Human Capital Management, Michelle Edkins, BlackRock Investment Stewardship
- BlackRock Talks … and U.S. Companies Must Listen, Ed Batts, Orrick, Herrington & Sutcliffe LLP
- Corporate Purpose: ESG, CSR, PRI and Sustainable Long-Term Investment, Martin Lipton, Wachtell, Lipton, Rosen & Katz
B. Activists and Socially Responsible Investing
- Letter from JANA Partners & CalSTRS to Apple, Inc. Anne Sheehan, California State Teachers’ Retirement System
- Activists and Socially Responsible Investing, Charles Nathan, Finsbury LLC
C. ESG Proposals
- An Early Look at US 2018 Proxy Season Trends, Institutional Shareholder Services, Inc.
- Environmental and Social Proposals in the 2017 Proxy Season, Thomas Singer, The Conference Board, Inc.
- Doubling Down on Two-Degrees: The Rise in Support for Climate Risk Proposals, Cristina Banahan, ISS Corporate Solutions
D. ESG Metrics and Disclosures
- Looking Beyond Sustainability Disclosure, Linda-Eling Lee & Matt Moscardi, MSCI, Inc.
- ISS QualityScore: Environmental and Social Metrics, Ning Chiu, Davis Polk & Wardwell LLP
- Materiality Matters: Targeting the ESG Issues that Impact Performance, Emily Steinbarth and Scott Bennett, Russell Investments
E. Exclusion of “Ordinary Business” Proposals
- Analysis of SEC Ruling on Apple Shareholder Proposal, Arthur H. Kohn, Sandra Flow, and Mary E. Alcock, Cleary Gottlieb Steen & Hamilton LLP
- Shareholder Proposals in an Era of Reform, David A. Katz and Laura A. McIntosh, Wachtell, Lipton, Rosen & Katz
III. Investor Activism
A. General
- Activism in 2018, Ethan A. Klingsberg and Elizabeth Bieber, Cleary Gottlieb Steen & Hamilton LLP
- Activism: The State of Play, Martin Lipton, Wachtell Lipton Rosen & Katz
B. Proxy Contests and Settlements
- The Impact of Shareholder Activism on Board Refreshment Trends at S&P 1500 Firms Subodh Mishra, Institutional Shareholder Services, Inc.
- Dancing with Activists, Lucian A. Bebchuk, Alon Brav, Wei Jiang, and Thomas Keusch
- A Second Bite at the Apple for Shareholder Activists to Nominate Directors?, Steve Wolosky, Andrew Freedman, and Ron Berenblat, Olshan
- CEOs and ISS’ Proxy Contest Framework, Institutional Shareholder Services, Inc.
- ISS and the Removal of CEOs: A Call for an Enhanced Standard, Richard Grossman, Skadden, Arps, Slate, Meagher & Flom LLP
- Activism and Board Diversity, David A. Katz & Laura A. McIntosh, Wachtell, Lipton, Rosen & Katz
C. Activist and Issuer Strategies:
- Activist Investors’ Approaches to Targeting Boards, Jack “Rusty” O’Kelley III, Russell Reynolds Associates
- Top 5 Things Shareholder Activists Need to Know, Steve Wolosky, Andrew Freedman, and Ron Berenblat, Olshan Frome Wolosky LLP
- Activism’s New Paradigm, Gregory Taxin, Spotlight Advisors; and Betsy Atkins
D. Activism by Institutional Investors:
- The Changing Face of Shareholder Activism, Paula Loop, Catherine Bromilow, and Leah Malone, PricewaterhouseCoopers LLP
- An Investor Consensus on U.S. Corporate Governance & Stewardship Practices, Florida State Board of Administration
E. Cash Reserves and Shareholder Payouts:
- How “Shareholder Value” is Killing Innovation, William Lazonick
- Are Buybacks Really Shortchanging Investment?, Jesse Fried and Charles Wang
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, June 5, will take place at Loeb House, located at 17 Quincy Street in Cambridge. The conference on Wednesday, June 6, will be held at Harvard Law School, Wasserstein Hall, Room 2012 (second floor), 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, June 5
Tuesday, June 5, 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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Loeb House 17 Quincy Street Cambridge, MA 02138 |
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:
Office (617) 495-8254
[email protected]
