Co-Organizers: Lucian Bebchuk, Stephen Davis, Roberto Tallarita, and Anna Toniolo
Supported by
The Harvard Roundtable on Corporate Governance is grateful for the co-sponsorship of: AIG, American Express, BNY Mellon, Broadridge, Brunswick Group, Chevron, the Coca-Cola Company, Comcast, Credit Suisse, CVS Health, Edelman Smithfield, Elevance Health, Emerson, Freeport-McMoRan, FTI Consulting, FW Cook, Gilead Sciences, Gladstone Place Partners, Goldman Sachs, Joele Frank, Kekst CNC, Marsh McLennan, McDonald’s Corporation, Merck, Meridian Compensation Partners, Microsoft, Morgan Stanley, Paychex, PepsiCo, PwC, Schulte Roth & Zabel, Semler Brossy, State Street Corporation, Teneo, and U.S. Bancorp.
The Program on Corporate Governance wishes to thank its Knowledge Partners: Akin, 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 Wilson Sonsini.
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, CDPQ, Charles Schwab Investment Management, Colorado Public Employees’ Retirement Association, Dimensional Fund Advisors, Fidelity, Franklin Templeton, Goldman Sachs Asset Management, JPMorgan Asset Management, Legal & General Investment Management America, Morgan Stanley Investment Management, 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
June 13, 2023
Loeb House
17 Quincy Street, Cambridge, MA 02138
| 6:45 pm | Reception |
| 7:30 pm | Dinner |
June 14, 2023
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 |
|
12:40–1:50 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 |
Roundtable Discussion Topics
The Roundtable will focus on current issues in corporate governance. Depending on the interests of Roundtable participants, topics that the Roundtable may discuss are: (i) the 2023 proxy season: ESG and anti ESG proposals; (ii) hedge fund activism; (iii) investor engagement and priorities; (iv) current ESG issues; (v) executive compensation; and (vi) legal and institutional developments.
List of Participants
| Megan Ahern | Senior Analyst – Investment Stewardship, Responsible Investing, Nuveen |
| Maryellen Andersen | Corporate Governance Officer, Broadridge Financial Solutions |
| Lara Aryani | Partner, Shearman & Sterling LLP |
| Ariel Babcock | Head of Investment Stewardship, Fidelity Investments |
| Alexandra Barrows | Director, ESG Relations & Capital Financings, Freeport-McMoRan |
| Lucian Bebchuk | James Barr Ames Professor of Law, Economics, and Finance, Harvard Law School |
| Dave Bell | Co-Chair, Corporate Governance, Fenwick & West LLP |
| Kerry E. Berchem | Partner, Akin |
| Barbara Berlin | Managing Director, Governance Insights Center, PwC |
| Leza Bieber | Partner, Freshfields Bruckhaus Deringer US LLP |
| Lauren S. Boehmke | Partner, Sullivan & Cromwell LLP |
| Sara Yang Bosco | Senior Vice President, Secretary and Chief Legal Officer, Emerson |
| Maureen Bujno | Managing Director, Audit & Assurance Governance Leader, Center for Board Effectiveness, Deloitte & Touche LLP |
| Jeremy Casper | Partner, Jenner & Block LLP |
| Will Collins-Dean | Senior Portfolio Manager and Vice President, Dimensional Fund Advisors |
| Laurie Connell | Managing Director, MacKenzie Partners, Inc. |
| Carolyn Cross | Co-Head of Investment Stewardship, Americas, The Vanguard Group, Inc. |
| Arthur B. Crozier | Executive Chair, Innisfree M&A Incorporated |
| Glenn Davis | Deputy Director, Council of Institutional Investors |
| Stephen Davis | Senior Fellow, Program on Corporate Governance, Harvard Law School |
| Chris Drewry | Partner, Latham & Watkins LLP |
| Jeremy Fielding | Co-Chief Executive Officer, Partner, Kekst CNC |
| Tara Fisher | Partner, Ropes & Gray LLP |
| Raquel Fox | Partner, Skadden, Arps, Slate, Meagher & Flom LLP and affiliates |
| Mary 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 |
| Carolyn Frantz | Co-Lead, Public Companies & ESG, Orrick, Herrington & Sutcliffe LLP |
| Michael Garland | Assistant Comptroller – Corporate Governance and Responsible Investment, Office of New York City Comptroller |
| Bruce Goldfarb | President and Chief Executive Officer, Okapi Partners |
| Kelly Grez | Corporate Secretary, Merck |
| Jason Halper | Chair of the Global Litigation Group, Cadwalader, Wickersham & Taft LLP |
| Kyle A. Harris | Partner, Cleary Gottlieb Steen & Hamilton LLP |
| Gabriel Hasson | Director Investment Stewardship Americas, BlackRock |
| Michelle Heisner | Partner, Baker McKenzie LLP |
| Paul Hilal | Founder & CEO, Mantle Ridge LP |
| John Hoeppner | Head of US Stewardship and Sustainable Investments, Legal & General Investment Management America |
| Erica Hogan | Partner, Cadwalader, Wickersham & Taft LLP |
| Blair Jones | Managing Director, Semler Brossy |
| Jung W. Ju | Senior Corporate Counsel, Amazon |
| Kathy Kiefer | VP Chief Governance Officer, Corporate Secretary & Legal, Elevance Health |
| James Killerlane | Corporate Secretary, Managing Director and Deputy General Counsel, BNY Mellon |
| Matthew Kimmel | Vice President, Executive Compensation, State Street Corporation |
| 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 |
| Zachary Kolkin | Managing Director, Investor Relations, Goldman Sachs |
| Todd Krauser | Managing Director, FW Cook |
| Steven Lipin | Founder & CEO, Gladstone Place Partners |
| David Lynn | Partner, Morrison Foerster LLP |
| Christina Maguire | President & CEO, Society for Corporate Governance |
| Jared Mann | Senior Research Analyst & Global Research ESG Engagement Director, Neuberger Berman |
| Charlie Mathes | Partner, Simpson Thacher & Bartlett LLP |
| Shaun J. Mathew | Partner, Kirkland & Ellis LLP |
| Gianna McCarthy | Director of Corporate Governance, New York State Common Retirement Fund |
| Ted McHugh | Managing Director, Head Strategic Situations & Investor Relations, Edelman Smithfield |
| Tom Moffatt | Vice President, Assistant 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 America Stewardship, Northern Trust Asset Management |
| Andrew J. Noreuil | Partner, Mayer Brown LLP |
| Carey Oven | National Managing Partner, Center for Board Effectiveness, Deloitte & Touche LLP |
| Tessa Patti | Assistant General Counsel, Executive Compensation, Marsh McLennan |
| Benjamin R. Pederson | Partner, Debevoise & Plimpton LLP |
| Kris Pederson | EY Americas Leader, Center for Board Matters |
| Jeffrey Pochowicz | Vice President – Associate General Counsel (Corp, Securities & Governance) and Assistant Secretary, McDonald’s Corporation |
| Adam Pollack | Partner, Joele Frank, Wilkinson Brimmer Katcher |
| Kathryn Purdom | Deputy General Counsel and Assistant Corporate Secretary, U.S. Bancorp |
| Sean Quinn | Managing Director, Teneo |
| Michelle Rutta | Partner, White & Case LLP |
| Carolina San Martin | Managing Director and Director, ESG Research, Wellington Management |
| Megan Arthur Schilling | Partner, Cooley LLP |
| Jane Schneirov | Senior Portfolio Manager – Corporate Governance, Norges Bank Investment Management |
| Doug Schnell | Partner, Wilson Sonsini Goodrich & Rosati |
| Christine Shaw | Senior Advisor, Sustainability, Franklin Templeton Investments |
| Craig Singer | Partner, Brunswick Group |
| Geoffrey Sorbello | Director of Engagement, Elliott Management Corporation |
| Robert B. Stebbins | Partner, Willkie Farr & Gallagher LLP |
| Roberto Tallarita | Associate Director of the Program on Corporate Governance, Harvard Law School |
| Deborah Telman | Executive Vice President, Corporate Affairs and General Counsel, Gilead Sciences |
| Anna Toniolo | Postdoctoral Fellow, Harvard Law School Program on Corporate Governance |
| Sara von Althann | Counsel, Sidley Austin LLP |
| Jessica Weaver | Corporate Governance Analyst, State of Connecticut Treasurer’s Office |
| Sam Whittington | Senior Director, Corporate Law, Apple |
| Neil Whoriskey | Partner, Milbank LLP |
| Liz Wideman | Senior Vice President, Senior Deputy General Counsel & Assistant Secretary, Comcast Corporation |
| Eric Wiley | Vice President, Strategic Shareholder Advisory, Credit Suisse |
| Margaret Williams | Vice President, Morgan Stanley |
| Rob Wilson | Director of Global ESG Integration, MFS Investment Management |
| Catherine Winner | Managing Director, Global Head of Stewardship, Goldman Sachs Asset Management |
| Alex Wisnewski | VP; Specialist, Proxy Voting and Governance, BNY Mellon |
| Michael Younis | Vice President of Asset Stewardship, State Street Global Advisors |
Background Materials
I. The 2023 Proxy Season: ESG and Anti ESG Proposals
A. ESG Proposals
- Environmental, Social Policy & Related Corporate Governance Issues in Proxy Season 2023, Sustainable Investments Institute, June 2023
- 2023 Proxy Season: More Proposals, Lower Support, The Conference Board, June 2023
- Mission and Goals of the Racial Justice Initiative, As You Sow, June 2023
B. Anti ESG Shareholder Proposals and Initiatives
- Anti-ESG Shareholder Proposals in 2023, Sustainable Investments Institute, June 2023
- Florida Passes Farthest-Reaching Anti-ESG Law to Date, Simpson Thacher & Bartlett LLP, May 2023
- Public Companies and Politics: How to Co-Exist, Cleary Gottlieb Steen & Hamilton LLP, February 2023
- ESG in 2023: Politics and Polemics, Wachtell Lipton Rosen & Katz LLP, February 2023
II. Hedge Fund Activism
A. The 2023 State of Activism
- Nine Developments and Trends Shaping US Shareholder Activism in 2023, White & Case LLP, May 2023
- The Activism Vulnerability Report – Q4 2022, FTI Consulting, May 2023
- Anticipating Activist Attacks, Wachtell Lipton Rosen & Katz LLP, April 2023
- The Evolving Battlefronts of Shareholder Activism, Tayan, Baker, Larcker, and Zaba, March 2023
- Shareholder Activism: What Investors Seek, Which Companies Are Targeted, and How Stocks Perform, Goldman Sachs, May 2023
- Icahn-Illumina Contest: Board Accountability and the UPC, Schulte Roth & Zabel, June 2023
B. Universal Proxy
- What The First Universal Proxy Card Contests Say About the Future of Activism, Sidley Austin LLP, April 2023
- Activist Wins Another Vote Under Universal Proxy, The Activist Investor, May 2023
- Modernization of Beneficial Ownership Reporting Rule Proposal, Dechert LLP, May 2023
III. Investor Engagement and Priorities
- 2022 Asset Stewardship Report: Engagement and Voting, State Street Global Advisors, May 2023
- Q4 2022 Stewardship Activity Report, State Street Global Advisors, May 2023
- Investment Stewardship 2022 Annual Report, Vanguard, May 2023
- Investment Stewardship Engagement Priorities, BlackRock, March 2023
IV. Current ESG Issues
A. General Developments
- ESG: Trends to Watch in 2023, Simpson Thacher & Bartlett LLP, March 2023
- The SEC Sets Its Sights on ESG, Potomac Law Group, March 2023
B. Diversity and Inclusion
- Diversity and Inclusion—an Investor’s Handbook, AllianceBernstein, May 2023
- Challenges Continue Regarding Expanding Diversity in The Boardroom and C-Suites, Akin, May 2023
- Diversifying the Boardroom: 2022 Disclosures, Fenwick & West LLP, May 2023
- LGBTQ+ Board representation: identifying the barriers to entry, Kozani Capital, April 2023
- Diversity, Equity, and Inclusion, Edmans, Flammer and, Glossner, May 2023
- Racial Diversity Exposure and Firm Responses Following the Murder of George Floyd, Copat, May 2023
C. Lobbying and Political Spending
- Looking Behind the Curtain: Corporate due diligence of political spending essential to protect companies from growing risks, Center for Political Accountability, April 2023
- Proxy-Voting Insights: Voting on Politics, Morningstar, April 2023
V. Executive Compensation
A. CEO Pay, Performance, and Succession Planning
- Pay Versus Performance Disclosure – Findings from the Early S&P 500 Filers. Compensation Advisory Partners, April 2023
- Mid-season proxy season report: say-on-pay results, Semler Brossy, May 2023
- An Early Look at 2023 CEO & CFO Pay Actions, Compensation Advisory Partners, March 2023
- First Look at PvP Disclosure Trends From the 2023 Proxy Season, Equilar, June 2023
B. ESG Goals in Executive Compensation
- Use of Environmental and Social Metrics in Pay at Large U.S. Energy Companies: Trends and Observations, Institutional Shareholder Services, April 2023
VI. Legal And Institutional Developments
A. Exculpation of Officers
- What to Watch for in Proxy Season 2023: Officer Exculpation, Glass Lewis & Co., April 2023
- Officer Exculpation Under Delaware Law—Encouraging Results in Year One, Skadden Arps Meagher & Flom LLP, June 2023
B. Directors’ and Officers’ Accountability
- Chancery Rejects Dismissal of Caremark Claims Against Walmart’s Officers and Directors, Fried, Frank, Harris, Shriver & Jacobson LLP, May 2023
- Corporate Officers Owe the Same Caremark Oversight Duties as Directors, Milbank LLP, May 2023
C. Share Repurchase Disclosure Modernization
- Statement by Chair Gensler on Share Repurchase Disclosure Modernization, Securities and Exchange Commission, May 2023
- Statement by Commissioner Peirce on Share Repurchase Disclosure Modernization, Securities and Exchange Commission, May 2023
D. Clawback
-
- New NYSE and Nasdaq Clawback Rules Proposed, Compensation Advisory Partners, April 2023
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 13, will take place at the Loeb House, located at 17 Quincy Street in Cambridge. The conference on Wednesday, June 14, 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, June 13
Tuesday, June 13, 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]
