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.
Agenda
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.
Background Materials
The Debate About Activism
- Short term and long term
- Bite the Apple; Poison the Apple; Paralyze the Company; Wreck the Economy, Wachtell, Lipton, Rosen & Katz, February 2013
- The Myth that Insulating Boards Serves Long-Term Value, Lucian Bebchuk, April 2013
- Can We Do Better by Ordinary Investors? A Pragmatic Reaction to the Dueling Ideological Mythologists of Corporate Law, Leo Strine, May 2014
- The Long-Term Effects of Hedge Fund Activism, Lucian Bebchuk, Alon Brav and Wei Jiang, August 2013
- The Bebchuk Syllogism, Wachtell, Lipton, Rosen & Katz, August 2013
- Wachtell Keeps Running Away from the Evidence, Lucian Bebchuk, July 2014
- The Threat to the Economy and Society from Activism and Short-Termism Updated, Wachtell, Lipton, Rosen & Katz, January 2015
- Vice Chancellor Laster and the Long-Term Rule, Covington & Burling LLP, March 2015
- Buybacks and repurchases
- Letter from Larry Fink to S&P 500 CEOs, BlackRock, March 31, 2015
- Profits Without Prosperity, William Lazonick, September 2014
- Stock Buybacks Aren’t Hurting Innovation, Greg Satell, March 31, 2015
Engagements in Connection with Activist Situations
- Engagements between issuers and investors (both activist and non-activist), and among investors
- The Evolving Landscape of Shareholder Activism: Developments and Potential Actions, Sullivan & Cromwell, March 2015
- Dealing With Activist Hedge Funds, Wachtell, Lipton, Rosen & Katz, November 2014
- Wolf Pack Activism, Alon Brav, Amil Dasgupta and Richmond Mathews, February 2015
- Teaming up with CalSTRS helps activist funds get their way, The Deal Pipeline, August 2014
- Some Lessons from DuPont-Trian, Wachtell, Lipton, Rosen & Katz, April 2014
- Company defenses and legal reforms
- Defenses in General
- Structural Defenses to Shareholder Activism, Vinson & Elkins LLP, June 2014
- Poison Pills
- Rights Plans and Proxy Contests: Chancery Court Denies Activist’s Motion to Enjoin Sotheby’s Shareholder Meeting, Cleary Gottlieb Steen & Hamilton LLP, May 2014
- Big fund firm blacklists directors who support poison pills, Reuters, April 2015
- Poison Puts
- A Defense Against Hostile Takeovers Develops a Downside, Stephen Davidoff Solomon, November 2014
- Anticipating Proxy Put Litigation, Wachtell, Lipton, Rosen & Katz, June 2015
- Reforms to Section 13(d) Rules
- Petition for Rulemaking Under Section 13 of the Securities Exchange Act of 1934, Wachtell, Lipton, Rosen & Katz, March 2011
- Should the SEC Tighten its 13(d) Rules?, Lucian Bebchuk and Robert Jackson, June 2012
- Defenses in General
- Special types of activism
- M&A-Related Activism
- Activist Hedge Funds Find Ways to Profit from M&A Transactions, Morrison & Foerster LLP, June 2014
- Shareholder Activism in M&A-Checklists … and The Future, Fried Frank, July 2014
- Bidder-Activist Collaboration
- The Allergan Aftermath, Fried Frank, December 2014
- Appraisal-Focused Activism
- Over-Reaction to Court’s Use of Merger Price to Determine Fair Value, Fried Frank, May 2015
- Delaware Poised to Embrace Appraisal Arbitrage, Wachtell, Lipton, Rosen & Katz, March 2015
- M&A-Related Activism
Engagement with Investors in General
- Lessons on engagement from the 2015 proxy season
- Directors Should Communicate with Shareholders, Sodali, October 2014
- Critical Issues for Board Focus in 2015, NACD, February 2015
- US Proxy Season Halftime Report—Governance Trends, Veritas Executive Compensation Consultants, May 2015
- Universal ballots
- CII letter to SEC on Universal Proxy, CII, March 2015
- The Quest for Universal Ballots: Might Boards Benefit Too?, Morrow & Co., January 2015
- Bylaws
- The Elusive Promise of Reducing Shareholder Litigation Through Corporate Bylaws, Sidley Austin LLP, June 2014
- Delaware (Again) Proposes Sledgehammering Fee-Shifting Bylaws, DLA Piper, March 2015
- State Bar Council Proposes New Legislation for Delaware Fee-Shifting Ban and Delaware Court of Chancery Considers Fee-Shifting Bylaw, Proskauer, March 2015
- Shareholder proposals
- Shareholder Proposal Developments During the 2014 Proxy Season, Gibson, Dunn & Crutcher, July 2014
- Federal Preemption of State Corporate Governance, Daniel M. Gallagher, March 2014
- A Report on Corporate Governance and Shareholder Activism (executive summary), Manhattan Institute, 2014
- Proxy access
- Proxy Access—a Decision Framework, Davis Polk & Wardwell, March 2015
- Proxy Advisors Clarify Proxy Access and Bylaw Amendments Voting Policies, Paul, Weiss, Rifkind, Wharton & Garrison, March 2015