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, Bank of America, BNY Mellon, Broadridge, Brunswick Group, CFA Institute, Chevron, the Coca-Cola Company, Comcast, CVS Health, Dow, Freeport-McMoRan, FTI Consulting, FW Cook, Gilead Sciences, Gladstone Place Partners, Goldman Sachs, Joele Frank, Kekst CNC, KPMG, MassMutual, McDonald’s Corporation, Merck, Meridian, Meta, Microsoft, Morgan Stanley, Olshan, Paychex, PepsiCo, Philip Morris International, PwC, Range Resources, Russell Reynolds Associates, Semler Brossy, State Street Corporation, Teneo, Travelers, 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
November 8, 2022
Loeb House
17 Quincy Street, Cambridge, MA 02138
| 6:45 pm | Reception |
| 7:30 pm | Dinner |
November 9, 2022
Harvard Law School
Wasserstein Hall – Milstein West AB (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 |
| 10:30–10:45 am | Coffee break |
| 10:45–11:30 am | Second morning session |
| 11:30–11:45 am | Coffee break |
| 11:45 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 |
| 4:00–5:00 pm | Closing reception |
Roundtable Discussion Topics
The Roundtable will focus on current issues in corporate governance. Depending on the interests of Roundtable participants, subjects that the Roundtable may discuss are: (i) the 2022 proxy season: reflections on the season and what to expect in 2023; (ii) hedge fund activism; (iii) current issues in engagement between investors and issuers; (iv) executive compensation; (v) current ESG issues; and (vi) evolving changes in governing rules.
List of Participants
| Tokunbo Akinbajo | Corporate Secretary, MassMutual |
| Ariel Babcock | Head of Investment Stewardship, Fidelity Investments |
| Lucian Bebchuk | James Barr Ames Professor of Law, Economics, and Finance, Harvard Law School |
| David Bell | Co-Chair, Corporate Governance, Fenwick & West LLP |
| Kerry Berchem | Partner, Akin Gump Strauss Hauer & Feld LLP |
| Oliver Board | Counsel, Freshfields Bruckhaus Deringer LLP |
| Amy Borrus | Executive Director, Council of Institutional Investors |
| Richard Brand | Co-Chairman of the Corporate Practice Group, Cadwalader, Wickersham & Taft LLP |
| Stephen L. Brown | Managing Director & Senior Advisor, KPMG LLP |
| Maureen Bujno | Managing Director, Audit & Assurance Governance Leader, Center for Board Effectiveness, Deloitte & Touche LLP |
| Daniel H. Burch | Chief Executive Officer, MacKenzie Partners, Inc. |
| Monique A. Cenac | Assistant General Counsel & Corporate Secretary, Freeport-McMoRan Inc. |
| Ning Chiu | Partner, Davis Polk & Wardwell LLP |
| John Coates | Deputy Dean, John F. Cogan, Jr. Professor of Law and Economics, and Research Director, Center on the Legal Profession, Harvard Law School |
| Will Collins-Dean | Senior Portfolio Manager and Vice President, Dimensional Fund Advisors |
| Jenna Cooper | Partner, Latham & Watkins LLP |
| Benjamin Colton, MD | Global Head of Asset Stewardship, State Street Global Advisors |
| Creighton Condon | Partner, Shearman & Sterling LLP |
| Arthur B. Crozier | Chairman, Innisfree M&A Incorporated |
| Stephen Davis | Senior Fellow, Program on Corporate Governance, Harvard Law School |
| Michael Delikat | Partner, Orrick, Herrington & Sutcliffe LLP |
| Michael Donowitz | Vice President of Regulatory Affairs, Broadridge Financial Solutions |
| Jared Ellias | Professor of Law, Harvard Law School |
| Dana Etra | Managing Director & Head of Boston Office, FW Cook |
| Jeremy Fielding | President & CEO, Kekst CNC |
| Richard Fields | Head of Board Effectiveness Practice, Russell Reynolds Associates |
| Matt Filosa | Senior Managing Director, Teneo |
| Kristina V. Fink | Vice President, Corporate Secretary and Chief Governance Officer, American Express Company |
| Mary Francis | Corporate Secretary and Chief Governance Officer, Chevron Corporation |
| Tom Fraser | Partner, Ropes & Gray LLP |
| John Galloway | Principal, Investment Stewardship – Office of the General Counsel Vanguard, Vanguard |
| Anthony Garcia | Senior Director – Investment Stewardship and Responsible Investing, Nuveen, a TIAA Company |
| Michael Garland | Assistant Comptroller – Corporate Governance and Responsible Investment, Office of New York City Comptroller |
| Marc S. Gerber | Partner, Skadden, Arps, Slate, Meagher & Flom LLP and affiliates |
| Marc Goldstein | Managing Director, Head of U.S. Research, Institutional Shareholder Services |
| Scott Golenbock | Partner, Milbank LLP |
| Helena K. Grannis | Counsel, Cleary Gottlieb Steen & Hamilton LLP |
| Joseph P. Gromacki | Partner and Chair, Corporate Practice, Jenner & Block LLP |
| Mark Harnett | Senior Managing Director, Okapi Partners |
| Michelle Heisner | Partner, Baker & McKenzie LLP |
| Ellen V. Holloman | Chair of the Global Litigation Group, Cadwalader, Wickersham & Taft LLP |
| Reid Hooper | Special Counsel, Cooley LLP |
| Nicolas Huber | Head of Investment Stewardship, DWS Group |
| Karen Hsu Kelley | Partner, Simpson Thacher & Bartlett LLP |
| Ross Jeffries, Jr. | Deputy General Counsel and Corporate Secretary, Bank of America |
| Kate Kelly | Deputy General Counsel for Corporate Governance, Securities and M&A, Meta |
| James Killerlane | Managing Director, and Deputy General Counsel, BNY Mellon |
| Tom Kim | Managing Director, FTI Consulting |
| Matthew Kimmel | Vice President, Executive Compensation – Global Human Resources, State Street Corporation |
| Charlie Koons | Partner, Brunswick Group |
| Rosalind Kruse | Partner, Willkie Farr & Gallagher LLP |
| Nishesh Kumar | Managing Director, J.P. Morgan Chase |
| Diana Lee | Director of Corporate Governance & Engagement, AllianceBernstein |
| Steve Lippman | Director, ESG Engagement, Microsoft |
| Hillary Marshall | ESG Engagement Specialist, Amazon |
| Shaun J. Mathew | Partner, Kirkland & Ellis LLP |
| Gianna McCarthy | Director of Corporate Governance, New York State Common Retirement Fund |
| Michael McCauley | Senior Officer – Investment Programs & Governance, Florida State Board of Administration (SBA) |
| Janet McGinness | Assistant General Counsel, Wells Fargo |
| Caitlin McSherry | Director of Investment Stewardship, Neuberger Berman |
| María C. Moats | Leader, Governance Insights Center, PwC |
| Tom Moffatt | Vice President, Assistant Corporate Secretary and Senior Legal Counsel, CVS Health |
| Elizabeth Morgan | Partner, King & Spalding LLP |
| Darren Moskovitz | Lead Consultant, Meridian Compensation Partners |
| Catherine Moyer | Head of North American Stewardship, Northern Trust Asset Management |
| Neaaz Mozumder | Investment Stewardship Analyst, Legal & General Investment Management America |
| Anna Natapova | Principal, Semler Brossy Consulting Group |
| Ryan Nebel | Partner, Olshan Frome Wolosky LLP |
| Sabastian Niles | Partner, Wachtell, Lipton, Rosen & Katz |
| Rusty O’Kelley III | Co-leader, Board & CEO Advisory Practice, Russell Reynolds Associates |
| Mark Preisinger | Director of Corporate Governance, The Coca-Cola Company |
| Andrea Reed | Counsel, Sidley Austin LLP |
| Luciana Rivera | VP, Lead Manager Proxy Voting & Governance, BNY Mellon |
| John Roe | Head of Investment Stewardship, Americas, BlackRock |
| Jeffrey Rosen | Partner, Debevoise & Plimpton LLP |
| Michelle Rutta | Partner, White & Case LLP |
| Britt Sahi | Head of Investment Stewardship, Charles Schwab Investment Management |
| Carolina San Martin | Managing Director and Director, ESG Research, Wellington Management |
| Stephanie L. Schaeffer | VP, Chief Legal & Ethics Officer, and Secretary, Paychex |
| Jane Schneirov | Senior Portfolio Manager – Corporate Governance, Norges Bank Investment Management |
| Jeff Schwartz | Audit Partner, Sustainability & ESG Services, Deloitte & Touche LLP |
| Wendy C. Skjerven | Vice President, Corporate Secretary and Group General Counsel, Travelers |
| Geoffrey Sorbello | Director of Engagement, Elliott Management Corporation |
| Roberto Tallarita | Associate Director and Research Fellow, Program on Corporate Governance, Harvard Law School |
| Roy Tannenbaum | Partner, Fried, Frank, Harris, Shriver & Jacobson LLP |
| Deborah Telman | Executive Vice President, Corporate Affairs and General Counsel, Gilead Sciences, Inc. |
| Christina Thomas | Partner, Mayer Brown LLP |
| Felipe Ucrós | Partner, Gladstone Place Partners |
| Natalia Weaver | Managing Director, Joele Frank |
| Jonathan Wendt | Senior Managing Counsel and Assistant Secretary, Dow Inc. |
| Liz Wideman | Senior Vice President, Senior Deputy General Counsel & Assistant Secretary, Comcast Corporation |
| Steven J. Williams | Partner, Paul, Weiss, Rifkind, Wharton & Garrison LLP |
| Asha Williams | Associate, Morgan Stanley |
| Catherine Winner | Managing Director, Global Head of Stewardship, Goldman Sachs Asset Management |
| Michael Yamoah | Director – Engagement EOS, Federated Hermes |
Background Materials
I. The 2022 Proxy Season: Reflections on the Season and What to Expect in 2023
- 2022 Proxy Season Review: Rule 14a-8 Shareholder Proposals, Sullivan & Cromwell, August 2022
- Boardroom recap: The 2022 proxy season, PwC, October 2022
- A Look Back at the 2022 Proxy Season, Georgeson, October 2022
- 2023 US Proxy and Annual Reporting Season, Mayer Brown, October 2022
II. Hedge Fund Activism
A. Review of 2022 Proxy Season and What to Expect in 2023
- H1 2022 Review of Shareholder Activism, Lazard, July 2022
- Activists face an uphill battle, Insightia, October 2022
- Shareholder Activism in 2022, Schulte Roth & Zabel, October 2022
- Perspectives on the Current Activism Landscape, Sidley Austin, October 2022
B. Universal Proxy
- Welcoming the Universal Proxy, Sidley Austin, August 2022
- ISS Provides Guidance on the Universal Proxy Card, Sidley Austin, August 2022
- How Continuous Voting with UPC Will Change Proxy Contests, TAI, August 2022
- Universal Proxy Rules: Roadmap for Annual Meetings, Olshan, September 2022
III. Current Issues in Engagement Between Investors and Issuers
A. Climate Engagement
- Policy Insights: Say on Climate, Vanguard, June 2022
- How Issuers and Investors Can Find Common Ground on ESG, BNY Mellon, July 2022
- Making it Plain: SSGA Asset Stewardship Approach, State Street Global Advisors, October 2022
B. Pass-through Voting
- Expanding Proxy Voting Choice, BlackRock, October 2021
- Letters to CEOs, BlackRock, January 2022
IV. Executive Compensation
A. The 2022 Proxy Season: Reflections on the Season and What to Expect in 2023
- 2022 Proxy Season Review: Say-On-Pay and Executive Compensation Plan Voting, Sullivan & Cromwell, September 2022
- CEO Pay Proporsals Face Growing Investor Dissaproval, ISS, June 2022
- What Do Elevated Shareholder Expectations Mean for Large Company Boards and Compensation Programs?, Semler Brossy, July 2022
- The Current Landscape in Executive Compensation as Reflected in the 2022 Proxy Season, Pay Governance, October 2022
- Assessing the Executive Pay Landscape Ahead of 2023, Equilar, October 2022
B. SEC Final Rule on Pay v. Performance
- Statement by Chair Gensler on Final Rule Regarding Pay Versus Performance, SEC, August 2022
- “Pay Versus Performance” Rule Increase Disclosure Obligations for Public Firms, Freshfields, September 2022
- How the SEC’s Executive Compensation Disclosure Rule Could Impact the 2023 Proxy Season, Teneo, October 2022
C. Incorporating ESG Targets
- ESG + Incentives 2022 Report, Semler Brossy, August 2022
- Paying Well By Paying for Good, PwC, June 2022
- The Perils and Questionable Promise of ESG-Based Compensation, Bebchuk and Tallarita, March 2022
V. Current ESG Issues
A. The Ongoing Debate on the SEC Climate Disclosure Proposal
- Climate Disclosures: Not Quite as Easy as (Scope) 1-2-3, Morningstar, August 2022
- SEC Climate Disclosure Comments Reveal Diversity of Views, ISS, August 2022
- Energy Industry Reacts to SEC Proposed Rules on Climate Change, Gibson, September 2022
B. Current Diversity and Inclusion Issues
- Women in the Boardroom: Update, Deloitte, May 2022
- DEI Initiatives under Attack by Activists, Orrick, October 2022
- Combatting Racial Inequity: A Two-Year Retrospective, Wachtell Lipton, July 2022
- Racial Rhetoric or Reality? Cautious Optimism on the Link Between Corporate #BLM Speech and Behavior, Fairfax, October 2022
C. “Anti-Woke” Backlash
- The ESG Fiduciary Gap, Strive Asset Management, October 2022
- State Legislation Targets Company Policies on ESG, Cooley, September 2022
- State Regulation of ESG Investment Decision-making by Public Retirement Plans: An Updated Survey, Ropes & Gray, October 2022
VI. Evolving Changes in Governing Rules
A. Exclusion of shareholder proposals (SEC proposed rule 14a-b)
- Statement by Chair Gensler on Proposed Amendments to Rule 14a-8, SEC, July 2022
- Statement by Commissioner Peirce on Proposed Amendments to Rule 14a-8, SEC, July 2022
- SEC Proposes Narrowing Grounds for Excluding Shareholder Proposals, Shearman & Sterling, August 2022
B. SEC rule on Regulating Proxy Advisors
- Statement by Chair Gensler on Adoption of Amendments to the Rules Governing Proxy Voting Advice, SEC, July 2022
- Statement by Commissioner Peirce on Adoption of Amendments to the Rules Governing Proxy Voting Advice, SEC, July 2021
- Regulatory Instability for Proxy Advisory Firms, Wachtell Lipton, July 2022
C. Delaware Permission for Executive Exculpation Provisions
- DGCL Amendment Merits Amending Charters and Engagement with Institutional Shareholders, Freshfields, September 2022
- Delaware Approves Permitting Exculpation of Officers from Personal Liability, Wachtell Lipton, August 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, November 8, will take place at the Loeb House, located at 17 Quincy Street in Cambridge. The conference on Wednesday, November 9, will be held at Harvard Law School, Wasserstein Hall (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, November 8
Tuesday, November 8, 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:
Office (617) 495-8254
[email protected]
