Wasserstein Hall, Harvard Law School, 1585 Massachusetts Avenue
Cambridge, MA 02138
Co-Organizers: Lucian Bebchuk, Stephen Davis, and Roberto Tallarita
Supported by
The Harvard Roundtable on Corporate Governance is grateful for the co-sponsorship of: American Express, Assurant, Bank of America, BNY Mellon, Broadridge, Brunswick Group, CFA Institute, Chevron, the Coca-Cola Company, Comcast, Credit Suisse, CVS Health, Edelman, Freeport-McMoRan, FTI Consulting, FW Cook, Gilead Sciences, Gladstone Place Partners, Goldman Sachs, Joele Frank, Kekst CNC, KPMG, McDonald’s Corporation, Merck, Microsoft, Morgan Stanley, PepsiCo, Philip Morris International, PJT Camberview, Prudential Financial, PwC, Range Resources, Semler Brossy, State Street Corporation, Teneo, and Wells Fargo.
The Program on Corporate Governance wishes to thank its Knowledge Partners: Akin Gump, Baker McKenzie, Cadwalader, Wickersham & Taft, Cleary Gottlieb, Cooley, Davis Polk, Debevoise & Plimpton, Fenwick & West, Freshfields, Fried Frank, Glass Lewis, Innisfree M&A Incorporated, Institutional Shareholder Services, Jenner & Block, King & Spalding, Kirkland & Ellis, Latham & Watkins, Mayer Brown, Milbank, Morrison Foerster, Nasdaq, Okapi Partners, Orrick, Ropes & Gray, Shearman & Sterling, Sidley Austin, Simpson Thacher, Skadden, Standard Industries, Sullivan & Cromwell, White & Case, Willkie Farr & Gallagher, and Young Conaway.
The Program on Institutional Investors wishes to thank the institutional members of the Harvard Institutional Investor Forum: AllianceBernstein, BlackRock, BNP Paribas Asset Management, BNY Mellon, California Public Employees’ Retirement System, California State Teachers’ Retirement System, Capital Group, Charles Schwab Investment Management, Colorado Public Employees’ Retirement Association, Dimensional Fund Advisors, DWS Group, Federated Hermes, Fidelity, Franklin Templeton Investments, Goldman Sachs Asset Management, JPMorgan Asset Management, Legal & General Investment Management America, Neuberger Berman, New York State Common Retirement Fund, Norges Bank Investment Management, Northern Trust Asset Management, Nuveen, Office of New York City Comptroller, Ontario Teachers’ Pension Plan, State Board of Administration of Florida, State Street Global Advisors, 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
Tuesday June 14, 2022
Loeb House
17 Quincy Street, Cambridge, MA 02138
| 6:45 pm | Reception |
| 7:30 pm | Dinner |
Wednesday June 15, 2022
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: A conversation with Renee Jones, |
|
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 |
|
12:40–1:50 pm |
Lunch |
|
1:50–2:45 pm |
First afternoon session |
|
2:45–3:05 pm |
Coffee break |
|
3:05-4:00 pm |
Final session |
|
4:00–5:00 pm |
Closing reception |
List of Participants
| Veronica Alix | Investment Proxy Research, Lead Analyst, BNY Mellon |
| James Andrus | Interim Managing Investment Director of Board Governance and Sustainability, California Public Employees’ Retirement System |
| Lara Aryani | Partner, Shearman & Sterling LLP |
| Alexandra Barrows | Director, ESG Relations & Capital Financings, Freeport-McMoRan |
| Sonia Barros | Partner, Sidley Austin LLP |
| Elizabeth Bieber | Counsel and Head of Shareholder Engagement & Activism Defense, Freshfields Bruckhaus Deringer LLP |
| Lucian Bebchuk | James Barr Ames Professor of Law, Economics, and Finance, Harvard Law School |
| Elizabeth Bieber | Counsel and Head of Shareholder Engagement & Activism Defense, Freshfields Bruckhaus Deringer LLP |
| Lindsay Blitstein | ESG Analyst, Wellington Management |
| Mila Brogan | Assistant Governance Officer & Director of Issuer and Investor Engagement,Broadridge Financial Solutions, Inc. |
| Stephen L. Brown | Senior Advisor, KPMG LLP |
| Maureen Bujno | Managing Director, Audit & Assurance Governance Leader, Center for Board Effectiveness, Deloitte & Touche LLP |
| Steven Canner | Partner, Baker & McKenzie |
| Ning Chiu | Partner, Davis Polk & Wardwell LLP |
| Zach Cochran | Partner, King & Spalding |
| Will Collins-Dean | Senior Portfolio Manager and Vice President, Dimensional Fund Advisors |
| Steve Cross | Managing Director, FW Cook |
| 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 |
| Warren de Wied | Partner, Fried, Frank, Harris, Shriver & Jacobson LLP |
| Michael Delikat | Partner, Orrick, Herrington & Sutcliffe LLP |
| Paul DeNicola | Principal, Governance Insights Center, PwC |
| Jonathan Doorley | Partner, Brunswick Group |
| Rani Doyle | Managing Director, EY Center for Board Matters |
| Christopher Drewry | Partner, Latham & Watkins LLP |
| Craig Durrant | Vice President, Morgan Stanley |
| Renata Ferrari | Partner, Ropes & Gray LLP |
| Margaret M. Foran | Chief Governance Officer, Senior Vice President and Corporate Secretary, Prudential Financial, Inc. |
| Raquel Fox | Partner,Skadden, Arps, Slate, Meagher & Flom LLP and affiliates |
| Mary Francis | Corporate Secretary and Chief Governance Officer, Chevron Corporation |
| Brian Galle | U.S. Securities and Exchange Commission |
| John Galloway | Principal, Investment Stewardship—Office of the General Counsel, Vanguard |
| Robert Garretson | Vice President, Legal Strategic Programs & Operations, Philip Morris International |
| Brad Goldberg | Partner, Cooley LLP |
| Bruce H. Goldfarb | President and Chief Executive Officer, Okapi Partners |
| Marc Goldstein | Managing Director, Head of U.S. Research, Institutional Shareholder Services |
| Kelly Grez | Corporate Secretary, AVP, Legal, Merck & Co., Inc. |
| Jonathan Haymon | VP, Director of Proxy Voting, Federated Hermes |
| Josh Hochberg | Managing Director and Chief Operating Officer, Edelman Financial Communications |
| Renee Jones | Director, Division of Corporation Finance, U.S. Securities and Exchange Commission |
| Adam Kanzer | Head of Stewardship, Americas, BNP Paribas Asset Management |
| Mara Garcia Kaplan | Senior Vice President, Senior Lead Counsel and Assistant Corporate Secretary, Wells Fargo |
| Thomas Kennedy | Senior Associate General Counsel, Gilead Sciences |
| James Killerlane | Corporate Secretary, Managing Director and Deputy General Counsel, BNY Mellon |
| Tom Kim | Managing Director, FTI Consulting |
| Ele Klein | Partner and Chair of the M&A and Securities Group, Co-Chair of the Global Shareholder Activism Group and Member of the Executive Committee,Schulte Roth & Zabel |
| Martin Lessner | Partner, Young Conaway Stargatt & Taylor, LLP |
| Steve Lipin | Founder & CEO, Gladstone Place Partners |
| Steve Lippman | Director, ESG Engagement, Microsoft |
| Ron Llewellyn | Counsel, Fenwick |
| Christopher Ludwig | Managing Director, Global Head of Strategic Shareholder Advisory, Credit Suisse |
| Shaun J. Mathew | Partner, Kirkland & Ellis LLP |
| Theodore N. Mirvis | Partner, Wachtell, Lipton, Rosen & Katz |
| Thomas S. Moffatt | Vice President, Assistant Corporate Secretary and Senior Legal Counsel, CVS Health |
| Ryan Nowicki | Assistant Vice President, Asset Stewardship, State Street Global Advisors |
| Christine O’Brien | Head of Investment Stewardship, Elliott Investment Management |
| Carey Oven | National Managing Partner, Center for Board Effectiveness, Deloitte & Touche LLP |
| Tessie Petion | Head of ESG Engagement, Amazon |
| Jeffrey Pochowicz | Vice President – Associate General Counsel (Corp, Securities & Governance) and Assistant Secretary, McDonald’s Corporation |
| Mark Preisinger | Director of Corporate Governance, The Coca-Cola Company |
| Denise Purvis | Corporate Governance Manager – Research, Florida State Board of Administration (SBA) |
| Sean Quinn | Managing Director, Teneo |
| Timothy M. Rankin | Senior Vice President, Portfolio Manager, and Research Analyst, Franklin Mutual Series |
| John Roe | Managing Director, Head of Investment Stewardship, Americas, BlackRock |
| Michelle Rutta | Partner, White & Case LLP |
| Kyle Seifried | Partner, Paul, Weiss, Rifkind, Wharton & Garrison LLP |
| Ian Spaulding | Partner and Head of Activism Defense, PJT Partners |
| Robert B. Stebbins | Partner, Willkie Farr & Gallagher LLP |
| Darla C. Stuckey | President & CEO, Society for Corporate Governance |
| Eric Swedenburg | Partner, Simpson Thacher |
| Roberto Tallarita | Associate Director and Research Fellow, Program on Corporate Governance, Harvard Law School |
| Christina Thomas | Partner, Mayer Brown LLP |
| Marc R. Treviño | Partner, Sullivan & Cromwell LLP |
| Ed Trissel | Partner, Joele Frank, Wilkinson Brimmer Katcher |
| Neil Whoriskey | Partner, Milbank LLP |
| Liz Wideman | Senior Vice President, Senior Deputy General Counsel & Assistant Secretary, Comcast Corporation |
| Catherine Winner | Managing Director, Global Head of Stewardship, Goldman Sachs Asset Management |
| Mariana Wisk | Senior Vice President and Corporate Secretary, Assurant |
Background Materials
A consolidated PDF of the Background Materials is available here.
I. The SEC’s Proposed Climate Disclosure Rule
- Statement by Chair Gensler on ESG Disclosures Proposal, SEC, May 2022
- Statement by Commissioner Peirce on ESG Disclosures Proposal, SEC, May 2022
- Statement by Commissioner Lee on ESG Disclosures Proposal, SEC, May 2022
- Ten Thoughts on the SEC’s Proposed Climate Disclosure Rules, Ropes & Gray, April 2022
- How to Prepare for the SEC’s Proposed Climate Disclosure Rules, Cadwalader, May 2022
II. The SEC’s Proposed 13d Rule
- Statement by Chair Gensler on Beneficial Ownership Proposal, SEC, February 2022
- Statement by Commissioner Peirce on Beneficial Ownership Proposal, SEC, February 2022
- Comment Letter on Modernizing Section 13(d) and (g) Beneficial Ownership Reporting, Wachtell Lipton, April 2022
- Proposed Rule Changes to SEC Beneficial Ownership Reporting, Schulte Roth & Zabel, March 2022
- Modernization of Beneficial Ownership Reporting, Robert Eccles and Charlie Penner, May 2022
III. ESG Proposals in the 2022 Proxy Season
- 2022 Proxy Season and Shareholder Voting Trends, The Conference Board, March 2022
- A Mid-Season Look at 2022 Shareholder Proposals, McDermott Will & Emery, May 2022
- BlackRock on Climate-Related Shareholder Proposals, BlackRock, May 2022
- An Early Look at the 2022 Proxy Season, Georgeson, June 2022
IV. ESG Oversight and Decisions
A. Board oversight of ESG issues
- Board Oversight of ESG: Preparing for the 2022 Proxy Season and Beyond, Wachtell Lipton, March 2022
- How to Identify Top ESG Priorities, Ceres/Semler Brossy, May 2022
- Revisiting the Board’s Oversight Role After In re: Boeing Co. , Akin Gump, June 2022
B. Investor Oversight and Engagement Regarding ESG Issues
- Investors Expect Climate Action in 2022, FTI Consulting, March 2022
- BlackRock’s 2022 Engagement Priorities (excerpt), BlackRock, March 2022
- Engaging with Vanguard (excerpt), PJT Camberview, May 2022
C. Responses to the Russia-Ukraine War
- War in Ukraine: Is ESG at a Crossroads?, Wachtell Lipton, March 2022
- Five Questions Boards Should Ask About the War in Ukraine, The Conference Board, April 2022
- The Russian Invasion of Ukraine: A Lesson in Stakeholder Capitalism?, Commonwealth, March 2022
- The False Promise of ESG, Jurian Hendrikse, March 2022
V. The Current State of Hedge Fund Activism
- Q1 2022 Review of Shareholder Activism (excerpt), Lazard, April 2022
- Annual Meetings and Activism in the Era of ESG and TSR, Wachtell Lipton, May 2022
- How Universal Proxy Card Notices Work, Michael Levin, June 2022
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 14, will take place at the Loeb House, located at 17 Quincy Street in Cambridge. The conference on Wednesday, June 15, will be held at Harvard Law School, Wasserstein Hall (second floor), 1585 Massachusetts Avenue, Cambridge, MA 02138.
| The Charles Hotel 1 Bennett Street Cambridge, MA 02138 |
|
| Sheraton Commander Hotel 16 Garden Street Cambridge, MA 02138 |
|
| Hyatt Regency Cambridge 575 Memorial Drive Cambridge, MA 02139 |
|
| Hotel Marlowe 25 Edwin H. Land Boulevard Cambridge, MA 02141 |
Directions to the Pre-Conference Dinner on Tuesday, June 14
Tuesday, June 14, we will hold a reception and dinner at the Loeb House, 17 Quincy Street, Cambridge. The reception will commence at 6:45 pm and the dinner at 7:30 pm.
| 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:
Email: [email protected]
