2013 Institutional Investors Roundtable

January 24, 2013

Co‐Organizers: Lucian Bebchuk, Stephen Davis and Scott Hirst
Operated by the Harvard Law School Program on Corporate Governance and the Program on Institutional Investors

The Harvard Institutional Investors Roundtable was convened January 24, 2013. The event brought together prominent members of the institutional investor world to discuss a number of issues. During the morning sessions, the roundtable discussed corporate elections and issues relating to corporate control contests. During the second half of the day, the roundtable discussion focused on executive compensation and disclosure of political spending.


January 23, 2013

6:45–7:30 pm Reception
7:30 pm Dinner

January 24, 2013

8:15–9:00 am Registration and continental breakfast
9:00–10:25 am First session: Corporate Elections

This session will focus on the evolution of arrangements governing corporate elections. Topics to be discussed in this session include the extent to which current arrangements regarding corporate elections are satisfactory, or the best ways to improve them. Two areas of corporate election that will be discussed are proxy access, which some shareholders have been pressing for but which has not yet taken hold, and majority voting, which has been adopted by most S&P 500 companies, but not by most smaller companies. Depending on participants’ interest, we may also discuss other issues concerning corporate elections, such as withhold campaigns and universal ballots.

10:25–10:45 am Coffee Break
10:45–12:10 pm Second session: Corporate Control

This session will focus on current issues concerning control contests and activist challenges. Topics to be discussed will include calls for tightening Section 13(d) disclosure requirements, the significant incidence of dual-class share structures among companies going public, and poison pills. To the extent that time permits, we may discuss other topics of interest to participants concerning control contests and the governance arrangements affecting them.

12:10–1:20 pm Buffet lunch
1:20–2:45 pm Third session: Executive Compensation

This session will focus on engagement between shareholders and companies in connection with executive compensation arrangements. Last proxy season was the second season in which say-on-pay votes and related engagement took place, and this is an opportune time to take stock of the issues affecting say-on-pay engagement. Topics to be discussed will include (i) how well such engagement has been working, (ii) how shareholders in companies can use such engagement and say-on-pay votes more effectively, and (iii) which potential improvements in compensation features and practices may deserve the attention of institutional investors.

2:45–3:05 pm Coffee Break
3:05–4:30 pm Final session: Disclosure of Political Spending and General Discussion

This session will begin with discussion of the extent to which corporate political spending should be disclosed. Shareholder proposals regarding corporate political spending have been one of the most common kinds of shareholder proposals in the last several years, and the SEC has announced that it will consider a mandatory rule requiring the disclosure of such spending this year.

The session will end with a discussion of topics not covered earlier in the day that participants view as important for institutional investors to consider.

4:30–5:00 pm Closing Reception
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