2015 Roundtable on Shareholder Engagement

June 16–17, 2015

The Harvard Roundtable on Shareholder Engagement is grateful for the co-sponsorship of the Society of Corporate Secretaries and Governance Professionals, American Express, Ameriprise Financial, Best Buy, Broadridge, CF Industries, CFA Institute, Citrix Systems, Coca-Cola, Credit Suisse, Deloitte, Duke Energy, Evercore, Goldman Sachs, Houlihan Lokey, Innisfree M&A, Joele Frank, Lazard, Lockheed Martin, Microsoft, Monsanto, Morgan Stanley, Nasdaq, Norfolk Southern, Okapi Partners, Olshan Frome Wolosky, PepsiCo, Pfizer, Phillips 66, PricewaterhouseCoopers, Prudential Financial, Schulte Roth & Zabel, St. Jude Medical, Société Générale, State Street Corporation, and Walmart.

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

The Program on Institutional Investors wishes to thank the institutional members of the Harvard Institutional Investor Forum: BlackRock, 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, Generation Investment Management, JPMorgan Asset Management, MFS Investment Management, Norges Bank Investment Management, North Carolina Department of State Treasurer, Ontario Teachers’ Pension Plan, State Street, TIAA-CREF, UAW Retirement Medical Benefits Trust, Universities Superannuation Scheme, 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.



June 16, 2015

Harvard Law School, Wasserstein Hall, 1585 Massachusetts Avenue, Milstein West

6:45–7:30 pm Reception
7:30 pm Dinner

June 17, 2015

Harvard Law School, Wasserstein Hall, 1585 Massachusetts Avenue

8:00–8:50 am Registration (Outside Room 2009) and continental breakfast (Milstein West)
8:50–10:00 am First morning session (Room 2009)
10:00–10:20 am Coffee break (Outside Room 2009)
10:20–11:25 pm Second morning session (Room 2009)
11:25–11:45 pm Coffee break (Outside Room 2009)
11:45–12:50 pm Third morning session (Room 2009)
12:50–1:50 pm Buffet lunch (Milstein West)
1:50–3:00 pm First afternoon session (Room 2009)
3:00–3:20 pm Coffee break (Outside Room 2009)
3:20–4:30 pm Final session (Room 2009)
4:30–5:30 pm Closing reception (Milstein West)

Roundtable Discussion Topics

The Roundtable sessions will focus on shareholder engagement with issuers. The Roundtable will begin with discussion of current debates on shareholder activism, including the debate on whether activism is beneficial for the long-term, and the debate on buybacks and distributions to shareholders. The Roundtable will then move to a discussion of engagements with respect to activist interventions, including engagement between issuers and investors (both activists and non-activist), and among investors. Depending on the interest of participants, specific issues that may be discussed include company defenses and legal reforms, such as poison pills, poison puts and changes to Section 13(d) rules; and special types of activism, such as mergers and acquisitions related activism, bidder-activist collaborations, and appraisal-focused activism. The Roundtable will then move to discussion of issuer engagement with investors in general. Depending on the interest of participants, issues that may be discussed include lessons from the 2015 proxy season, company adopted bylaws, universal ballots, shareholder proposals, and proxy access.

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Background Materials

The Debate About Activism


Engagements in Connection with Activist Situations


Engagement with Investors in General


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