2009 Roundtable on Proxy Access
October 6-7, 2009
Agenda
A transcript of the proceedings is available here.
9:30 am – 11:00am: Session I – Should the SEC Provide a Proxy Access Regime?
Chair: Professor Robert Clark
This session will consist of a roundtable discussion focusing on the question of whether the SEC should provide an access regime, or whether it should leave the adoption of access arrangements, if any, to private ordering on a company-by-company basis (leaving for Session III the question of how a SEC access regime should be designed, were one to be adopted).
11:15 am – 12:30 pm: Session II – Should the SEC Provide a Proxy Access Regime? (Continued)
Chair: Professor Robert Clark
This session will begin with a welcome by Dean Martha Minow, and then continue the roundtable discussion from Session I regarding whether the SEC should provide a proxy access regime.
1:45 pm – 3:15 pm: Session III – The Optimal Design of a SEC Access Regime
Chair: Professor Howell Jackson
Assuming the SEC decides to adopt an access regime, this session’s roundtable discussion will focus on how such a regime should be designed, were it to be adopted, including whether the regime should be mandatory or should allow companies to opt-out.
3:30 pm – 4:45 pm: Session IV – Corporate Elections Beyond Proxy Access
Chair: Professor Lucian Bebchuk
This section will be a roundtable discussion going beyond proxy access and focusing on whether there are any further changes to the arrangements governing corporate elections that should be considered.
Background Materials
Lucian Bebchuk, William J. Friedman and Alicia Townsend Friedman Professor of Law, Economics and Finance, Harvard Law School
- Comment Letter of a Bi-Partisan Group of Eighty Professors of Law, Business, Economics, or Finance in Favor of Facilitating Shareholder Director Nominations
- The Case for Shareholder Access to the Ballot
Richard Ferlauto, Director of Corporate Governance and Public Pension Programs, American Federation of State, County and Municipal Employees (AFSCME)
- Letter on behalf of the Shareowner Education Network to support the SEC’s proposal to adopt Rule 14a-11 and amend Rule 14a-8, August 17, 2009
- Letter from the American Federation of State, County and Municipal Employees to the SEC regarding proposed rule Facilitating Shareholder Director Nominations, August 7, 2009
John Finley, Partner, Simpson Thatcher & Bartlett LLP
- The SEC’s New Proxy Access Proposals
- Letter from Simpson Thatcher & Bartlett LLP to the SEC regarding Facilitating Shareholder Director Nominations, August 17, 2009
Abe Friedman, Global Head of Corporate Governance & Proxy Voting, Barclays Global Investors
Joseph Grundfest, William A. Franke Professor of Law and Business, Stanford Law School
- Rock Center for Corporate Governance – Internal Contradictions in the SEC’s Proposed Proxy Access Rules
- The SEC’s Proposed Proxy Access Rules: Politics, Economics and the Law
Roy Katzovicz, Chief Legal Officer, Pershing Square Capital Management, L.P.
Ted Mirvis, Partner, Wachtell, Lipton Rosen & Katz
- Wachtell Lipton Rosen & Katz – Comments on SEC’s Proxy Access Proposals, August 17, 2009
- Letter to the SEC regarding Facilitating Shareholder Director Nominations, August 17, 2009
James Morphy, Partner, Sullivan & Cromwell LLP
Annette Nazareth, Partner, Davis Polk & Wardwell LLP
- Letter to the SEC regarding Facilitating Shareholder Director Nominations, August 17, 2009
- Letter to the SEC from Davis Polk & Wardell LLP regarding Facilitating Shareholder Director Nominations, August 11, 2009
John Olson, Partner, Gibson, Dunn & Crutcher LLP
- Letter from the National Association of Corporate Directors to the SEC regarding Facilitating Shareholder Director Nominations, August 17, 2009
- Letter from the U.S. Chamber of Commerce to the SEC regarding Facilitating Shareholder Director Nominations, August 14, 2009
Daniel Summerfield, Co-Head of Responsible Investment, Universities Superannuation Scheme
- Sample Director Candidate Information Request
- Eisai Co., Ltd. – 96th Ordinary General Meeting of Shareholders
- Letter to SEC regarding Facilitating Shareholder Director Nominations, August 17, 2009
- Letter to SEC regaring Disclosure Requirements for Director Candidates, May 19, 2009
John C. Wilcox, Head of Corporate Governance, GWM Group; Chairman, Sodali Ltd
- A “Common Sense” Approach to Shareholder Access: A Modest Proposal for an Access Bylaw
- Letter to the SEC regarding Facilitating Shareholder Director Nominations, August 17, 2009
- Shareholder Nominations of Corporate Directors: Unintended Consequences and the Case for Reform of the U.S. Proxy System
- Letter on behalf of the Shareowner Education Network to support the SEC’s proposal to adopt Rule 14a-11 and amend Rule 14a-8, August 17, 2009
Ann Yerger, Executive Director, Council of Institutional Investors