Co-Organizers: Lucian Bebchuk, Stephen Davis, and Roberto Tallarita
Supported by
The Harvard Roundtable on Corporate Governance is grateful for the co-sponsorship of Abernathy MacGregor, American Express, Assurant, Avangrid, Bank of America, Boston Consulting Group, Broadridge, Brunswick Group, CFA Institute, Chevron, the Coca-Cola Company, Credit Suisse, Deloitte, Eli Lilly, Evercore, Freeport-McMoRan, FTI Consulting, Gilead Sciences, Gladstone Place Partners, Goldman Sachs, HBK Capital Management, Innisfree M&A Incorporated, Intel, Kleinberg Kaplan, KPMG, Joele Frank, JPM Chase, LabCorp, Lazard Freres, Merck, Microsoft, Moelis & Company, Morgan Stanley, Nasdaq, Nestlé, Norfolk Southern, Okapi Partners, Paychex, PepsiCo, PwC, Range Resources, Regions Financial, Schulte Roth & Zabel, Semler Brossy, State Street Corporation, Synchrony Financial, Teneo, and Wells Fargo.
The Program on Corporate Governance wishes to thank its Knowledge Partners: Akin Gump, Baker McKenzie, Cadwalader, Wickersham & Taft, Cleary Gottlieb, Cornerstone Research, Davis Polk, Debevoise & Plimpton, Fenwick & West, Fried Frank, Gibson Dunn, Jenner & Block, King & Spalding, 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, Winston & Strawn, and Young Conaway.
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.
Agenda
List of Participants
Background Materials
Directions
Hotels
Contact Information
Agenda
June 12, 2019
Loeb House
17 Quincy Street, Cambridge, MA 02138
| 6:45 pm | Reception |
| 7:30 pm | Dinner |
June 13, 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 |
| 9:00–10:30 am | First morning session: A conversation with William H. Hinman, Director of the Division of Corporation Finance, SEC |
| 10:30–10:50 am | Coffee break |
| 10:50–11:35 am | Second morning session |
| 11:35–11:55 am | Coffee break |
| 11:55 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 regulatory developments and current issues in corporate governance. The Roundtable will begin with a keynote session featuring a conversation with Mr. William H. Hinman, Director of the Division of Corporation Finance at the Securities and Exchange Commission (SEC). Subsequently, depending on the interests of Roundtable participants, subjects that the Roundtable may discuss are: (1) current regulatory proposals and legal developments, such as those regarding mandatory arbitration, revision of eligibility requirements for shareholder proposal submissions, universal proxies, disclosure issues, SEC roundtable on short-term/long-term management of public companies, criminal liability for negligent conduct, and regulation of proxy advisors; (2) engagement between issuers and investors, including such topics as the current thinking on engagement, emerging consensus on governance arrangements, shareholder activism, share buybacks, virtual meetings, and political spending disclosure; and (3) board of directors, including board skills, diversity and composition.
List of Participants
| Lindsey Apple | Corporate Governance and Proxy Voting Manager, MFS Investment Management |
| Leeann Arthur | Senior Manager, Deloitte & Touche, LLP |
| Anthony Augliera | Deputy General Counsel & Corporate Secretary, Wells Fargo |
| Lucian Bebchuk | James Barr Ames Professor of Law, Economics, and Finance, Harvard Law School |
| David Bell | Partner/Co-Chair, Corporate Governance, Fenwick & West |
| Ken Bertsch | Executive Director, Council of Institutional Investors |
| Josh Black | Editor-in-Chief, Activist Insight |
| Margaret Brown | Shareholder Activism and Corporate Defense, Morgan Stanley |
| Stephen Brown | Senior Advisor, KPMG |
| Maureen Bujno | Managing Director – Center for Board Effectiveness, Deloitte |
| Tiffany Campion | Senior Attorney – Takeover Defense and Shareholder Activism, Latham & Watkins |
| Martha Carter | Senior Managing Director, Teneo |
| Paul Choi | Partner and Co-Head of M&A Practice, Sidley Austin |
| Creighton Condon | Partner, Shearman & Sterling |
| Jacqueline Condron | Vice President, Proxy Voting & Governance Research, BNY Mellon |
| Joan Conley | Senior Vice President and Corporate Secretary, Nasdaq, Inc. |
| Douglas Currault | Deputy General Counsel and Corporate Secretary, Freeport-McMoRan |
| Christopher P. Davis | Partner, Kleinberg Kaplan |
| Stephen Davis | Associate Director and Senior Fellow, Programs on Corporate Governance and Institutional Investors, Harvard Law School |
| Peter Dervan | Lead Corporate Governance Analyst, Fidelity |
| Matthew DiGuiseppe | VP, Head of Americas Stewardship,State Street Global Advisors |
| Jonathan Doorley | Partner, Brunswick Group |
| Suzanne Fallender | Director of Corporate Responsibility, Intel |
| Robin Feiner | Partner, Winston & Strawn |
| Richard Fields | Counsel & Director, Corporate Stakeholder Engagement, King & Spalding |
| Virginia Fogg | General Counsel, Norfolk Southern |
| Mary A. Francis | Corporate Secretary and Chief Governance Officer, Chevron Corporation |
| Jason Frankl | Senior Managing Director and Practice Leader for Activism and M&A Solutions, FTI Consulting |
| David Frick | Head of Corporate Governance, Compliance & Corporate Services, Nestlé |
| Anthony Mark Garcia | Director, Responsible Investing, Nuveen, A TIAA Company |
| Linda Giuliano | Senior Vice President and Head of Responsible Investment, AllianceBernstein |
| Martin Glass | Partner, Jenner & Block |
| Bruce Goldfarb | President and Chief Executive Officer, Okapi Partners |
| Jane Goldstein | Partner, Ropes & Gray |
| Richard Grossman | Partner, Skadden |
| Cristiano Guerra | Head of ISS’ Special Situations Research, ISS |
| William H. Hinman | Director, Division of Corporation Finance, SEC |
| Scott Hirst | Associate Professor, Boston University School of Law |
| John Hoeppner | Head of US Stewardship and Sustainable Investments, Legal & General Investment Management America |
| Ellen Holloman | Partner in the Global Litigation Group, Cadwalader, Wickersham & Taft |
| Betty Huber | Counsel and Co-head of the Environmental, Social and Corporate Governance Group, Davis Polk |
| Ross E. Jeffries, Jr. | Deputy General Counsel and Corporate Secretary, Bank of America |
| Blair Jones | Managing Director, Semler Brossy Consulting Group |
| Courteney Keatinge | Senior Director, ESG Research, Glass Lewis |
| Ele Klein | Partner and Co-Head of the Global Shareholder Activism Group, Schulte Roth & Zabel |
| Marty Korman | Partner, Wilson Sonsini Goodrich & Rosati |
| Peter Kraus | Assistant General Counsel, Microsoft |
| James Langston | Partner, Cleary Gottlieb |
| Steven Lipin | Chairman & CEO, Gladstone Place Partners |
| Christopher Ludwig | Head of Strategic Shareholder Advisory, Mergers & Acquisitions, Credit Suisse |
| David Lynn | Partner, Morrison & Foerster |
| R. Scott Mahoney | Senior Vice President – General Counsel and Secretary, Avangrid |
| Leah Malone | Director, Governance Insights Center, PwC |
| Bronwen Mantlo | Vice President, Deputy General Counsel and Corporate Secretary, Eli Lilly |
| Shaun Mathew | Partner, Kirkland & Ellis |
| Laura Matlin | Deputy General Counsel & Chief Governance Officer, Broadridge Financial Solutions |
| Gianna McCarthy | Director of Corporate Governance, New York State Common Retirement Fund |
| Michael McCauley | Senior Officer – Investment Programs & Governance, State Board of Administration of Florida |
| Hope Mehlman | EVP, Chief Governance Officer, Assistant Corporate Secretary, and Assistant General Counsel, Regions Financial |
| Sue Meng | Partner, Debevoise & Plimpton |
| Sean Mersten | SVP, Senior Counsel – Securities & Finance, Synchrony Financial |
| Peter Michelsen | Co-Head Activism and Shareholder Advisory, Goldman Sachs |
| Heather Miner | Head of Investor Relations, Goldman Sachs |
| Kathryn H. Night | Director – Shareholder Advisory, Lazard Freres |
| Elena Norman | Partner, Young Conaway |
| Trevor Norwitz | Partner, Wachtell, Lipton, Rosen & Katz |
| Christine O’Brien | Head of Investment Stewardship, Elliott Management |
| Zach Oleksiuk | Managing Director, Evercore |
| Betsy Oliphant | Senior Vice President and Managing Counsel, Global Compensation and Employment, State Street Corporation |
| Hans Op ‘t Veld | Head of Responsible Investment, PGGM |
| Brett Pletcher | EVP, General Counsel, Chief Compliance Officer and Corporate Secretary, Gilead Sciences, Inc. |
| Anna Pot | Manager, Responsible Investments, APG Asset Management US |
| Brandon Rees | Deputy Director, Corporations and Capital Markets, AFL-CIO |
| Gregory Rice | Director & Co-head of Shareholder Advisory & Activism, Boston Consulting Group |
| Geralyn Ritter | SVP, Corporate Secretary & Assistant General Counsel, Merck |
| K. Scott Roy | Senior Vice President, Range Resources |
| Jennifer Rynne | Managing Director and ESG Analyst, Wellington Management |
| Kurt Schacht | Managing Director, Advocacy, CFA Institute |
| Stephanie Schaeffer | V.P., Chief Legal Officer, and Secretary, Paychex |
| Nikolai Schjold | Senior Analyst – Governance, Norges Bank Investment Management |
| Joel Schneider | Deputy Head of Portfolio Management, North America, Dimensional Fund Advisors |
| Linda E. Scott | Managing Director, Associate Corporate Secretary, JPMorgan Chase |
| David Segal | Portfolio Manager, Franklin Templeton Investments |
| Jennifer M. Shotwell | Founding Managing Director, Innisfree M&A Incorporated |
| Jessica Strine | Senior Strategist – Investment Stewardship, Vanguard |
| Darla Stuckey | President & CEO, Society for Corporate Governance |
| Kelly Sullivan | Partner, Joele Frank |
| Roberto Tallarita | Associate Director and Research Fellow, Harvard Law School Program on Corporate Governance |
| Peter Tomczak | Partner, Baker McKenzie |
| Marc Treviño | Partner, Sullivan & Cromwell |
| Gabe Tsuboyama | Portfolio Manager, HBK Capital Management |
| Pat Tucker | Managing Director, Abernathy MacGregor |
| Sandra van der Vaart | SVP and Global General Counsel, LabCorp |
| Peter da Silva Vint | Executive Director – Shareholder Advisory & Activism Defense, Moelis & Company |
| Catherine Winner | Vice President & Head of Stewardship, Fundamental Equity, Goldman Sachs Asset Management |
| Mariana Wisk | Vice President, Corporate Counsel, and Assistant Secretary, Assurant |
| Daniel Zimmerman | Senior Counsel, Akin Gump Strauss Hauer & Feld LLP |
Background Materials
I. Current Legal Developments and Proposals
A. 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, Feb. 2019
- Comment Letter Regarding Mandatory Arbitration Bylaw Proposal at Johnson & Johnson, Council of Institutional Investors, March 2019
B. 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
- Rule 14a-8 Exceptions and Executive Compensation, Cooley LLP, March 2019
C. Universal Proxy
- Universal Proxies: What Companies Need to Know, Latham & Watkins LLP, Dec. 2018
- Were Reports on the Demise of the Universal Proxy Premature?, Cooley LLP, Oct. 2018
D. Disclosure Issues
- Applying a Principles-Based Approach to Disclosing Complex, Uncertain, and Evolving Risks, William H. Hinman, U.S. Securities and Exchange Commission, March 2019
- D.C. Speaks Up: A Push for Board Diversity from the SEC and Congress, Weil, Gotshal & Manges, Feb. 2019
E. SEC Staff Roundtable on Short-Term/Long-Term Management of Public Companies
- SEC Staff Roundtable on Short-Term/Long-Term Management of Public Companies, Our Periodic Reporting System and Regulatory Requirements, SEC Chairman Jay
Clayton, May 2019 - SEC Roundtable on Short-Termism and Periodic Reporting System, Wachtell, Lipton, Rosen & Katz, May 2019
F. Criminal Liability for Negligent Conduct
- Bill Proposal—Corporate Executives Criminally Accountable for Negligent Conduct, Cleary Gottlieb Steen & Hamilton LLP, April 2019
G. Regulation of Proxy Advisors
- The SEC’s Current End Game on Proxy Advisory Firms, Cooley LLP, April 2019
- On Proxy Advisors and Important Issues for Investors in 2019, Rick A. Fleming, U.S. Securities and Exchange Commission, April 2019
- Providing Retail Investors a Voice in the Proxy Process, J.W. Verret, April 2019
II. Engagement Between Issuers and Investors
A. Current Thinking on Engagement
- What we do. How we do it. Why it matters: Vanguard’s Investment Stewardship Commentary, Vanguard, May 2019
- 2019 Proxy Voting and Engagement Guidelines: North America, State Street Global Advisors, March 2019
- Engaging With Your Investors, Morrow Sodali, April 2019
- Synthesizing the Messages from BlackRock, State Street, and T. Rowe Price, Cleary Gottlieb Steen & Hamilton, Feb. 2019
- Purpose, Culture, and Long-Term Value – Not Just a Headline, Kirkland & Ellis LLP, Feb. 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. Shareholder Activism
- Lazard’s 1Q 2019 Activism Review, Lazard, April 2019
- 2018 Year-End Activism Update, Gibson, Dunn & Crutcher LLP, April 2019
- Review and Analysis of 2018 U.S. Shareholder Activism, Sullivan & Cromwell LLP, April 2019
- Trends in Shareholder Activism, Activist Insight, Feb. 2019
D. Share Buybacks
- Limit Corporate Stock Buybacks, Senators Chuck Schumer and Bernie Sanders, Feb. 2019
- Are Share Buybacks a Symptom of Managerial Short-Termism? Pay Governance LLC, May 2019
- Share Buybacks Under Fire, Jones Day, May 2019
- Democratic Senators and the Buyback Boogeyman, Jesse Fried, Sep. 2018
- Letter on Stock Buybacks and Insiders’ Cashouts, SEC Commissioner Robert J. Jackson, Jr., March 2019
- A Capitalist’s Solution to the Problem of Excessive Buybacks, Nell Minow, Feb. 2019
E. 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
F. Political Spending and Lobbying Disclosure
- Is It Time For Corporate Political Spending Disclosure?, Cooley LLP, March 2019
- 2019 Lobbying Disclosure Resolutions, Walden Asset Management, March 2019
III. Boards
A. Board Skills, Diversity and Composition
- The 2018 U.S. Spencer Stuart Board Index, Spencer Stuart, Nov. 2018
- Independent Directors: New Class of 2018, EY, March 2019
- Q3 2018 Gender Diversity Index, Equilar, Inc., Jan. 2019
- Gender Diversity in Silicon Valley, Fenwick & West LLP, April 2019
- Driving Diversity and Inclusion—the Role for Chairs and CEOs, Russell Reynolds, April 2019
B. The California Bill on Board Diversity
- My Beef with Stakeholders: Remarks at the 17th Annual SEC Conference, SEC Commissioner Hester M. Peirce, Sept. 2018
- As California Goes, So Goes the Nation? The Impact of Board Gender Quotas on Firm Performance and the Director Labor Market, Davidoff Solomon, et al., March 2019
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, June 12th, will take place at Loeb House, located at 17 Quincy Street in Cambridge. The conference on Thursday, June 13th, will be held at Harvard Law School, Wasserstein Hall, Room 2012 (second floor), 1585 Massachusetts Avenue, Cambridge, MA 02138.
View Larger Map |
The Charles Hotel 1 Bennett Street Cambridge, MA 02138 |
View Larger Map |
Sheraton Commander Hotel 16 Garden Street Cambridge, MA 02138 |
View Larger Map |
Hyatt Regency Cambridge 575 Memorial Drive Cambridge, MA 02139 |
View Larger Map |
Hotel Marlowe 25 Edwin H. Land Boulevard Cambridge, MA 02141 |
Directions to the Pre-Conference Dinner on Wednesday, June 12
On Wednesday, June 12th, 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]
