Supported by
The Harvard Roundtable on Corporate Governance is grateful for the co-sponsorship of Abernathy MacGregor, Bank of America, BP, Broadridge, Brunswick Group, the CAF Group, Capital One, CFA Institute, Chevron, the Coca-Cola Company, Coherent Economics, Deloitte, Edison International, Eli Lilly, Emerson, Evercore, Gilead Sciences, Gladstone Place Partners, Goldman Sachs, H&R Block, Innisfree M&A Incorporated, Intel, Joele Frank, Kekst CNC, King & Spalding, LabCorp, Lazard Freres, Mastercard, Microsoft, Moelis & Company, Morgan Stanley, Nasdaq, Okapi Partners, Pay Governance, PepsiCo, Phillips 66, Prudential Financial, PwC, Range Resources, Regions Financial, Russell Reynolds Associates, Semler Brossy, State Street Corporation, Synchrony Financial, Teneo, and Wells Fargo.
The Program on Corporate Governance wishes to thank its Knowledge Partners: Akin Gump Strauss Hauer & Feld LLP, Baker McKenzie, 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, Morrison Foerster, 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: AllianceBernstein, BlackRock, BNY Mellon, 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, Franklin Templeton Investments, Goldman Sachs Asset Management, JPMorgan Asset Management, Legal & General Investment Management America, MFS Investment Management, Norges Bank Investment Management, 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 Roundtable Advisory Council.
Wasserstein Hall, Harvard Law School, 1585 Massachusetts Avenue
Cambridge, MA 02138
Co-Organizers: Lucian Bebchuk, Stephen Davis, and Roberto Tallarita
Agenda
List of Participants
Background Materials
Directions
Hotels
Contact Information
Agenda
March 20, 2019
Loeb House
17 Quincy Street, Cambridge, MA 02138
| 6:45 pm | Reception |
| 7:30 pm | Dinner |
March 21, 2019
Harvard Law School
Wasserstein Hall, Room 2012 (second floor)
1585 Massachusetts Avenue, Cambridge, MA 02138
| 8:00–9:00 am | Registration and continental breakfast |
| 9:00–10:20 am | First morning session: A conversation with the Honorable Leo E. Strine, Jr., Chief Justice of the Delaware Supreme Court |
| 10:20–10:40 am | Coffee break |
| 10:40–11:30 am | Second morning session |
| 11:30–11:50 am | Coffee break |
| 11:50 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 3016 Mutual fund and pension fund-only meeting in Room 3034 |
Roundtable Discussion Topics
The Roundtable will focus on recent developments and current issues in corporate governance, paying significant attention to issues that are likely to arise in the coming proxy season. The Roundtable will begin with a keynote session featuring a conversation with the Chief Justice of the Delaware Supreme Court, Leo E. Strine, Jr. The Roundtable will then proceed to a review of the 2018 proxy season and a preview of the 2019 proxy season. Subsequently, depending on the interests of roundtable participants, subjects that the Roundtable may discuss are: (1) social responsibility issues, including corporate purpose and culture, social responsibility proposals, ESG metrics and disclosures, and exclusion of “ordinary business” proposals; (2) current regulatory proposals and legal developments, such as those regarding mandatory arbitration, the California Bill on board diversity, proposals for federal corporate law, revision of eligibility requirements for shareholder proposal submissions, and universal proxies; (3) board of directors, including board diversity and composition, decision-making in the age of #MeToo, board independence and evaluation; and (4) engagement between issuers and investors, including such topics as the emerging consensus on governance arrangements, virtual meetings, and proxy access.
List of Participants
| Michael Albano | Partner, Cleary Gottlieb |
| Maryellen Andersen | Corporate Governance Officer, Vice President, Institutional Investor and Corporate Relations, Broadridge Financial Solutions |
| Michele Anderson | Associate Director of the Division of Corporation Finance, SEC |
| Lindsey Apple | Corporate Governance and Proxy Voting Manager, MFS Investment Management |
| Marta Baztarrica | Director, Corporate Secretary and Chief Legal Officer, The CAF Group |
| Lucian Bebchuk | James Barr Ames Professor of Law, Economics, and Finance, Harvard Law School |
| David Bell | Partner/Co-Chair, Corporate Governance, Fenwick & West |
| David J. Berger | Partner, Wilson Sonsini Goodrich & Rosati |
| Barbara Berlin | Director, Governance Insights Center, PwC |
| Jens Bertelsen | Company Secretary, BP p.l.c. |
| Michael Brueck | Partner, Kirkland & Ellis |
| Maureen Bujno | Managing Director – Center for Board Effectiveness, Deloitte LLP |
| Ray Cameron | Head of Investment Stewardship – Americas, BlackRock |
| Steven Canner | Partner, Baker McKenzie |
| Paul Clancy | Structured Finance Counsel, Synchrony Financial |
| Pam Codo-Lotti | Managing Director, Goldman Sachs |
| Mary Colby | Head of Investment Stewardship, Charles Schwab Investment Management |
| Heather Coleman | Partner, Sullivan & Cromwell |
| Chris Couvelier | Director, Shareholder Advisory, Lazard Freres |
| Arthur B. Crozier | Chairman, Innisfree M&A Incorporated |
| Stephen Davis | Associate Director and Senior Fellow, Programs on Corporate Governance and Institutional Investors, Harvard Law School |
| Tricia Decker | Project Manager Specialist, Office of the Corporate Secretary, Nasdaq, Inc. |
| Mark Director | Partner, Gibson Dunn |
| Jonathan Doorley | Partner, Brunswick Group |
| Renata Ferrari | Partner, Ropes & Gray |
| Richard Fields | Counsel & Director, Corporate Stakeholder Engagement, King & Spalding |
| Michael Flaherty | Senior Vice President, Gladstone Place Partners |
| Peggy Foran | Chief Governance Officer, Senior Vice President and Corporate Secretary, Prudential Financial |
| Stephen Fraidin | Partner, Cadwalader, Wickersham & Taft |
| Mary A. Francis | Corporate Secretary and Chief Governance Officer, Chevron Corporation |
| Michael Garland | Assistant Comptroller – Corporate Governance and Responsible Investment, Office of New York City Comptroller |
| Marc Gerber | Partner, Skadden |
| Tom Gerke | General Counsel and Chief Administrative Officer, H&R Block |
| Linda Giuliano | Senior Vice President and Head of Responsible Investment, AllianceBernstein |
| Marc Goldstein | Head of U.S. Research, ISS |
| Jessy Hayem | Director, Relationship Investing, Equity Markets, CDPQ |
| Michael Henry | Director and Managing Attorney, Edison International |
| Alexandra Higgins | Managing Director, Okapi Partners |
| John Hoeppner | Head of US Stewardship and Sustainable Investments, Legal & General Investment Management America |
| Nicolas Huber | Managing Director – Head of Corporate Governance, DWS Group |
| Ross E. Jeffries, Jr. | Deputy General Counsel and Corporate Secretary, Bank of America |
| Paula Johnson | Executive Vice President, Legal & Government Affairs, General Counsel & Corporate Secretary, Phillips 66 |
| Tom Johnson | Chief Executive Officer, Abernathy MacGregor |
| Jonas Jølle | Head of Governance, Norges Bank Investment Management |
| Blair Jones | Managing Director, Semler Brossy Consulting Group |
| Adam Kanzer | Head of Stewardship – Americas, BNP Paribas Asset Management |
| Robert Katz | Partner, Shearman & Sterling |
| Courteney Keatinge | Senior Director, ESG Research, Glass Lewis |
| John Kelsh | Partner, Sidley Austin |
| Matthew Kimmel | Vice President, Regulatory and Executive Compensation Consultant, State Street Corporation |
| Polly Klane | Senior Vice President and Chief Counsel, Commercial, Corporate & Governance, Capital One Financial Corporation |
| Jeffrey Kochian | Partner, Akin Gump Strauss Hauer & Feld LLP |
| Bill Kucera | Partner, Mayer Brown |
| Nishesh Kumar | Managing Director, J.P. Morgan Asset Management |
| Brian Lane | Partner, Pay Governance |
| Jackie Liu | Partner and Co-Chair, Global Corporate Department, Morrison & Foerster LLP |
| Kara Mangone | Managing Director, Investor Relations, Goldman Sachs |
| Bronwen Mantlo | Vice President, Deputy General Counsel and Corporate Secretary, Eli Lilly |
| Bob Marese | Managing Director, MacKenzie Partners |
| Debra McCormack | Managing Director – Center for Board Effectiveness, Deloitte LLP |
| Janet McGinness | Corporate Secretary, Mastercard |
| Caitlin McSherry | Assistant Vice President, Asset Stewardship, State Street Global Advisors |
| Hope Mehlman | EVP, Chief Governance Officer & Assistant Corporate Secretary, Regions Financial |
| Lauren Nussbaum | Senior Account Executive, Joele Frank |
| Rusty O’Kelley III | Global Leader Board Advisory and Effectiveness, Russell Reynolds Associates |
| Zach Oleksiuk | Managing Director, Evercore |
| Brett Pletcher | EVP, General Counsel, Chief Compliance Officer and Corporate Secretary, Gilead Sciences, Inc. |
| Mike Pressman | Assistant General Counsel, Microsoft |
| Sean Quinn | Senior Vice President, Teneo |
| Peter Reali | Senior Director, Responsible Investing, Nuveen |
| Luciana Rivera | Research and Operations Analyst, BNY Mellon |
| Carolina San Martin | Managing Director and Director, ESG Research, Wellington Management |
| Kurt Schacht | Managing Director, Advocacy, CFA Institute |
| Joel Schneider | Deputy Head of Portfolio Management, North America, Dimensional Fund Advisors |
| David Segal | Portfolio Manager, Franklin Templeton Investments |
| Vidish J. Shah | Mergers & Acquisitions – Shareholder Activism and Corporate Defense, Morgan Stanley |
| John Sperino | Vice President for Governance and Securities and Assistant Corporate Secretary, Emerson |
| Leo E. Strine, Jr. | Chief Justice, Delaware Supreme Court |
| Darla Stuckey | President & CEO, Society for Corporate Governance |
| Roberto Tallarita | Associate Director and Research Fellow, Harvard Law School Program on Corporate Governance |
| Elina Tetelbaum | Partner, Wachtell, Lipton, Rosen & Katz |
| Courtney Tygesson | Partner, Winston & Strawn |
| Laurel Van Allen | Senior Vice President, Coherent Economics |
| Sandra van der Vaart | SVP and Global General Counsel, LabCorp |
| Craig Wadler | Managing Director, Moelis & Company |
| Dieter Waizenegger | Executive Director, CtW Investment Group |
| Jonathan Watkins | Partner, Cadwalader, Wickersham & Taft |
| Steven J. Williams | Partner, Paul Weiss |
Background Materials
I. Keynote Session with
Chief Justice Leo E. Strine, Jr.
- Who Bleeds When the Wolves Bite?, Chief Justice Leo E. Strine, Jr., Feb. 2017
- Corporate Power is Corporate Purpose I: Evidence from My Hometown, Chief Justice Leo E. Strine, Jr., Feb. 2017
II. Toward the 2019 Proxy Season
A. 2018 Proxy Season
- 2018 Proxy Season Review, Sullivan & Cromwell LLP, 2018
- 2018 Annual Corporate Governance Review, Georgeson LLC, Dec. 2018
B. The Coming Proxy Season
- 2019 Proxy Season Preview, EY Center for Board Matters, Feb. 2019
- Preparing for the 2019 Proxy Season: Practical Guidance for Directors and Board Committees, Sullivan & Cromwell LLP, 2018
C. ISS / Glass Lewis Updates for the 2019 Proxy Season
- ISS and Glass Lewis Policy Updates for the 2019 Proxy Season, Sidley Austin LLP, 2018
III. Social Responsibility
A. Corporate Purpose and Culture
- Purpose & Profit, BlackRock, Inc., Jan. 2019
- 2019 Proxy Letter—Aligning Corporate Culture with Long-Term Strategy, State Street Global Advisors, Jan. 2019
- It’s Time to Adopt the New Paradigm, Martin Lipton, Feb. 2019
B. Social Responsibility Proposals
- 2018 Proxy Season Review, Sullivan & Cromwell LLP, 2018
- Climate Change and Proxy Voting in the U.S. and Europe, ISS-ESG and ISS Analytics, Jan. 2019
- Shedding Light on Diversity-Based Shareholder Proposals, Equilar, Inc., Oct. 2018
C. ESG Metrics and Disclosures
- Remarks to the SEC Investor Advisory Committee, SEC Chairman Jay Clayton, Dec. 2018
- Clayton Q&A and ESG at the SEC’s Investor Advisory Committee Meeting, Cooley LLP, 2018
- Making Sense of the Current ESG Landscape, Skadden, Arps, Slate, Meagher & Flom LLP, 2018
D. Exclusion of “Ordinary Business” Proposals
- The SEC’s New Shareholder Proposal Guidance, Skadden, Arps, Slate, Meagher & Flom LLP, Nov. 2018
- The Economic Relevance and Ordinary Business Exclusion for Shareholder Proposals, Cooley LLP, Nov. 2018
IV. Current Legal Developments and Proposals
A. Federal Incorporation
- EHF18429: The Accountable Capitalism Act, Senator Elizabeth Warren, Aug. 2018
- Further to the Warren Bill, The New Paradigm and a Better Way, Wachtell, Lipton, Rosen & Katz, 2018
B. Mandatory Arbitration
- Keeping Investors out of Court – The Looming Threat of Mandatory Arbitration, Bernstein Litowitz Berger & Grossmann LLP, Feb. 2019
- The Division of Corporate Finance’s Response to Mandatory Arbitration Proposals, Cooley LLP, Feb. 2019
- Statement on Shareholder Proposals Seeking to Require Mandatory Arbitration Bylaw Provisions, SEC Chairman Jay Clayton, 2019
- Delaware Law Status of Bylaws Regulating Litigation of Federal Securities Law Claims, Lawrence Hamermesh, 2018
C. The California Bill on Board Diversity
- California Law Awaiting Governor’s Signature Exceeds State’s Jurisdiction, Wachtell, Lipton, Rosen & Katz, Sept. 2018
- My Beef with Stakeholders: Remarks at the 17th Annual SEC Conference, SEC Commissioner Hester M. Peirce, Sept. 2018
- Mandating Women on Boards: Evidence from the United States, Sunwoo Hwang, et al., 2018
D. Eligibility for Shareholder Proposal Submissions
- What Happened at the SEC’s Proxy Process Roundtable?, Cooley LLP, Nov. 2018
- Clearing the Bar: Shareholder Proposals and Resubmission Thresholds, Council of Institutional Investors, Dec. 2018
E. Universal Proxy
- Universal Proxies: What Companies Need to Know, Latham & Watkins LLP, 2018
- Were Reports on the Demise of the Universal Proxy Premature?, Cooley LLP, 2018
- The Universal Proxy Gains Traction: Lessons from the 2018 Proxy Season, MacKenzie Partners, Inc., Sept. 2018
V. Boards
A. Board Skills, Diversity and Composition
- The 2018 U.S. Spencer Stuart Board Index, Spencer Stuart, Nov. 2018
- Director Skills: Diversity of Thought and Experience in the Boardroom, Institutional Shareholder Services, Inc., Oct. 2018
- Boardrooms Without Female Representation, Equilar, Inc., Jan. 2019
- Equilar Q3 2018 Gender Diversity Index, Equilar, Inc., Jan. 2019
B. Boards in the Age of #MeToo
- The Board, CEO Misconduct, and Corporate Culture, Edelman, Jan. 2019
- Corporate Governance Update: Shareholder Activism Is the Next Phase of #MeToo, Wachtell, Lipton, Rosen & Katz, Sep. 2018
- How to Fire an Accused CEO: Moonves Departs CBS, Glass, Lewis & , Oct. 2018
- Bringing the #MeToo Movement into the Boardroom, Cleary Gottlieb Steen & Hamilton LLP, 2018
C. Board Independence and Evaluation
- The Role of the Lead Independent Director, Legal & General Investment Management Ltd., 2018
- Today’s Independent Board Leadership Landscape, EY Center for Board Matters, 2018
- Effective Board Evaluation, EY Center for Board Matters, Oct. 2018
VI. Engagement Between Issuers and Investors
A. Current Thinking on Engagement
- Engaging with Rakhi Kumar of State Street Global Advisors, CamberView Partners, Sept. 2018
- Talking Governance with Donna Anderson, Gladstone Place Partners, LLC, Jan. 2019
- BlackRock Investment Stewardship Engagement Priorities for 2019, BlackRock, Jan. 2019
B. Emerging Consensus?
- An Investor Consensus on U.S. Corporate Governance & Stewardship Practices, Florida State Board of Administration, May 2018
- Open Letter: Commonsense Corporate Governance Principles 2.0, Sard Verbinnen & Co., Oct. 2018
- Commonsense Principles 2.0: A Blueprint for U.S. Corporate Governance?, Weil, Gotshal & Manges LLP, Oct. 2018
C. Virtual Meetings
- A Practical Guide to Virtual-Only Shareholder Meetings, Hunton & Williams LLP, Nov. 2017
- Virtual-Only Shareholder Meetings: Streamlining Costs or Cutting Shareholders Out?, Glass, Lewis & Co., Nov. 2017
D. Proxy Access
- Proxy Access Proposals, Shearman & Sterling LLP, 2018
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 Wednesday, March 20, will take place at Loeb House, located at 17 Quincy Street in Cambridge. The conference on Thursday, March 21, 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 Wednesday, March 20
Wednesday, March 20, 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.
View Larger Map |
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]
