The Program on Corporate Governance wishes to thank its supporting organizations: Akin Gump, Cadwalader, Cleary Gottlieb, Cornerstone Research, Corporation Service Company, Davis Polk & Wardwell, Debevoise & Plimpton, Fried Frank, Gibson Dunn & Crutcher, Kirkland & Ellis, Latham & Watkins, Mayer Brown, Ropes & Gray, Shearman & Sterling, Sidley Austin, Skadden, Simpson Thacher & Bartlett LLP, Sullivan & Cromwell, Vinson & Elkins, and White & Case.

The Program on Institutional Investors wishes to thank the institutional members of the Harvard Institutional Investor Forum: BlackRock, Caisse de Dépôt et Placement du Québec, California Public Employees’ Retirement System, California State Teachers’ Retirement System, Canada Pension Plan Investment Board, Charles Schwab Investment Management, Colorado Public Employees’ Retirement Association, Dimensional Fund Advisors, Fidelity, Florida State Board of Administration, JPMorgan Asset Management, MFS Investment Management, Norges Bank Investment Management, North Carolina Department of State Treasurer, Ontario Teachers’ Pension Plan, TIAA, USS Investment Management, and Vanguard.

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 Forum Advisory Council.

Agenda

June 8, 2016
Loeb House, 17 Quincy Street, Cambridge, MA 02138 

June 9, 2016
Harvard Law School
Wasserstein Hall, Room 2004 (second floor)
1585 Massachusetts Avenue, Cambridge, MA 02138

Roundtable Discussion Topics

The Roundtable will focus on shareholder engagement with issuers, including engagements by activist and institutional investors. The Roundtable will begin with a session in which Leo E. Strine, Jr., Chief Justice of the Delaware Supreme Court, will engage with participants and respond to questions and comments. The Roundtable will then move to a discussion of current debates on shareholder activism, including debates on short-termism and on buybacks and distributions to shareholders. Next, we will proceed to a discussion of engagements, including engagements between issuers and investors (both activists and non-activists); engagements among investors; and outcomes and settlements of engagements. The Roundtable will end with a discussion of legal arrangements and proposed reforms. Depending on the interest of participants, issues to be discussed may include recent developments regarding Hart-Scott-Rodino Act filings, changes to Section 13(d) rules and the Brokaw Act, poison pills, and rights to call special meetings.

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List of Participants

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Background Materials

1. The Perspectives of Chief Justice Strine

• Can We Do Better by Ordinary Investors? A Pragmatic Reaction to the Dueling Ideological Mythologists of Corporate Law, Leo E. Strine, Jr., May 2014.
• Securing Our Nation’s Economic Future, Leo E. Strine, Jr., November 2015.

2. The Short-Term / Long-Term Debate

• Is 2015, Like 1985, an Inflection Year? Wachtell, Lipton, Rosen & Katz, December 2015.
• Will a New Paradigm for Corporate Governance Bring Peace? Wachtell, Lipton, Rosen & Katz, October 2015.
• The Myth that Insulating Boards Serves Long-Term Value, Lucian Bebchuk, April 2013.
• The Long-Term Effects of Hedge Fund Activism, Lucian Bebchuk, Alon Brav, and Wei Jiang, August 2013.
• Is Short-Term Behavior Jeopardizing the Future Prosperity of Business?” The Conference Board, October 2015.
• Letter from Larry Fink to S&P 500 CEOs, BlackRock, March 2015.
• Observations on Short-Termism and Long-Termism, RLM Finsbury, October 2015.
• Legal & General Calls for End to Quarterly Reporting, Wachtell, Lipton, Rosen & Katz, August 2015.
• Those Short-Sighted Attacks on Quarterly Earnings, Robert C. Pozen and Mark J. Roe, October 2015.

3. Buybacks and Repurchases

• Profits Without Prosperity, William Lazonick, September 2014
• Stock Buybacks Aren’t Hurting Innovation, Greg Satell, March 2015
• Executive Pay, Share Buybacks, and Managerial Short-Termism, Pay Governance LLC, January 2016.
• The Real Effects of Share Repurchases, Heitor Almeida, Mathias Kronlund, & Vyacheslav Fos, February 2016.
• Activist Investors, Cash, and Capital Allocation, PricewaterhouseCoopers LLP, March 2016.

4. Engagements between Issuers and Investors