2016 Corporate Governance Roundtable

November 1–2, 2016

Wasserstein Hall, Harvard Law School, 1585 Massachusetts Avenue
Cambridge, MA 02138

Co-Organizers: Lucian Bebchuk, Stephen Davis, and Scott Hirst

The Harvard Roundtable on Corporate Governance is grateful for the co-sponsorship of The Society for Corporate Governance, Abernathy MacGregor, The AES Corporation, Aetna, Aimco, American Express, Analysis Group, Aon Hewitt, Applied Materials, Assurant, Bank of America, BP, Broadridge, Brunswick Group, CamberView, CFA Institute, Chesapeake Energy, the Coca-Cola Company, ConocoPhillips, Edelman, Edison International, Eli Lilly, Equilar, Evercore Partners, Fenwick & West, Goldman Sachs, Innisfree, Joele Frank, JP Morgan, JP Morgan Chase, Kekst and Company, LabCorp, Lazard, Lockheed Martin, Microsoft, Monsanto, Morgan Stanley, Nasdaq, Norfolk Southern, Okapi Partners, Pay Governance, People’s United Bank, PepsiCo, Phillips 66, PJT Partners, Prudential Financial, PwC, Sard Verbinnen & Co, Société Générale, State Street, Teneo, Tesoro, Visa, and Wilson Sonsini Goodrich & Rosati.

The Program on Corporate Governance wishes to thank its supporting organizations: Akin Gump, Cadwalader, Cleary Gottlieb, Cornerstone Research, Davis Polk & Wardwell, Debevoise & Plimpton, Fried Frank, Gibson Dunn & Crutcher, Kirkland & Ellis, Latham & Watkins, Mayer Brown, Ropes & Gray, Shearman & Sterling, Sidley Austin, Simpson Thacher & Bartlett, Skadden, 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

November 1, 2016

Harvard Law School – Wasserstein Hall, Milstein East (second floor)
1585 Massachusetts Avenue, Cambridge, MA 02138

6:45 – 7:30 pm	Reception
7:30 pm	Dinner

November 2, 2016

Harvard Law School – Wasserstein Hall, Milstein West (second floor)
1585 Massachusetts Avenue, Cambridge, MA 02138

8:00 – 9:00 am	Registration and continental breakfast
9:00 – 10:30 am	First morning session – the perspectives of F. William McNabb, Chairman and Chief Executive Officer of the Vanguard Group
10:30 – 11:00 am	Coffee break
11:00 – 12:30 pm	Second morning session
12:30 – 1:40 pm	Buffet lunch
1:40 – 2:40 pm	First afternoon session
2:40 – 3:00 pm	Coffee break
3:00 – 4:00 pm	Final session
4:00 – 5:00 pm	Closing reception

Roundtable Discussion Topics

The Roundtable will focus on current issues in corporate governance. The Roundtable will begin with a discussion with F. William McNabb III, the Chairman of the Board and Chief Executive Officer of Vanguard. The Roundtable will then move to a discussion about recent developments and current debates in corporate governance. Depending on the interest of participants, issues to be discussed may include the Commonsense Principles of Corporate Governance and the Business Roundtable Principles of Corporate Governance, the proposed regulation of proxy advisory firms, the ‘Brokaw Act’ proposal, poison pills and other takeover defenses, rights to call special meetings, universal ballots, and rules relating to shareholder proposals.

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Background Materials

I. Background Materials for Keynote Session with Bill McNabb

Investors: Getting to Know You and Your Governance, William F. McNabb III, March/April, 2015
Vanguard’s Approach to Corporate Governance, September 2016
Vanguard’s Responsible Investment Policy, September 2016
Vanguard’s Governance and Executive Compensation Principles, September 2016
Vanguard’s Proxy Voting Guidelines, September 2016
Vanguard’s Engagement Efforts and Proxy Voting: An Update, September 2016
Vanguard’s View: Social Concerns and Investing, September 2016
Letter to the Independent Leaders of the Boards of Directors of the Vanguard Funds’ Largest Portfolio Holdings, William F. McNabb III, February 2015

II. Corporate Governance Principles

A. Commonsense Principles of Corporate Governance

Commonsense Principles of Corporate Governance, July 2016
Open Letter: Commonsense Principles of Corporate Governance, July 2016.
Commonsense Governance Principles: Returning Governance to its “Commonsense” Roots, McDermott, Will & Emery LLP, July 2016
The Commonsense Governance Principles: Who Was Missing from the Table?, Orrick, Herrington & Sutcliffe LLP, August 2016
Glass Lewis Thoughts on the “Commonsense Principles of Corporate Governance,” Glass Lewis, August 2016
It’s Commonsense to Have a U.S. Corporate Governance Code, The Conference Board, October 2016

B. Business Roundtable Principles of Corporate Governance

Principles of Corporate Governance, Business Roundtable, September 2016
Thoughts on the Business Roundtable’s Principles of Corporate Governance, McDermott, Will & Emery LLP, September 2016

III. Regulation of Proxy Advisors

Taking the Ax to Corporate Accountability, Institutional Shareholder Services, Inc., July 2016
Statement of Katherine H. Rabin, CEO of Glass, Lewis & Co., regarding H.R. 5983, the “Financial CHOICE Act of 2016,” Glass Lewis, September 2016 [excerpt]
Letter from Ken Bertsch, Executive Director, Council of Institutional Investors, regarding Proposed Legislation Relating to Proxy Advisory Firms, CII, September 2016
Yet Another Congressional Proposed Corporate Reform: Proxy Advisory Firms in the Crosshairs, Orrick, Herrington & Sutcliffe LLP, July 2016
Outsourcing Corporate Governance, Tao Li, September 2016

IV. Current Debates on the Allocation of Power between Boards and Shareholders

A. Reforms to Section 13(d) Rules

Proposed Revisions to 13(d) Beneficial Ownership Reporting Rules, Wachtell, Lipton, Rosen & Katz, March 2016
The Brokaw Act’s Long-Term Consequences for Activists, Kleinberg Kaplan, April 2016

B. Takeover Defenses

The IRR of No, Institutional Shareholder Services Inc., October 2014
The Long-Term Value of the Poison Pill, Wachtell, Lipton, Rosen & Katz, December 2015.
The Lifecycle of Firm Takeover Defenses, Jonathan Karpoff, August 2016

C. Special Meetings, Action by Writing Consents & Advance Notice Bylaws

Special Meeting Proposals, Simpson Thacher & Bartlett LLP, August 2016
Advance Notice Bylaws in Light of Corvex/Williams: Displacing the Placeholder Nomination, Kirkland & Ellis LLP, August 2016

D. Universal Ballots

Building Meaningful Communication and Engagement with Shareholders, Mary Jo White, June 2015 [excerpt]
Universal Proxy Ballot vs. Proxy Access: Which Leads to Better Board Accountability? Matt Orsagh, CFA, CIPM, March 2015
Universal Proxies, Scott Hirst, Harvard Law School

V. Shareholder Proposals

Building Meaningful Communication and Engagement with Shareholders, Mary Jo White, June 2015 [excerpt]
Letter to SEC on Rule for Shareholder Proposal Resubmissions, Business Roundtable, April 2015
Exceptions to Rule 14a-8 Shareholder Proposals Exclusion, Wachtell, Lipton, Rosen, and Katz LLP, October 2015
Can We Do Better by Ordinary Investors? A Pragmatic Reaction to the Dueling Ideological Mythologists of Corporate Law [excerpt, pp. 488-491], Leo Strine, March 2014
Shareholder Proposals Contested by Firm Management, Suraj Srinivasan, Eugene F. Soltes, and Rajesh Vijayaraghavan, June 2016
Shareholder Proposal Settlements, Sarah Haan, June 2016

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Directions

Below we have provided maps from the nearby hotels to the location of the Roundtable at Harvard Law School. If you’re arriving by taxi, direct the driver to 1585 Massachusetts Avenue in Cambridge, north of Harvard Square. You can enter either of the Wasserstein Hall entrances from Massachusetts Avenue.

Dinner on Tuesday, November 1 will take place in WCC 2036, located in Milstein East on the second floor of Wasserstein Hall at Harvard Law School.

On Wednesday, November 2 the Roundtable will be held in WCC 2019, located in Milstein West on the second floor of Wasserstein Hall.

View Larger Map	Wasserstein Hall Harvard Law School 1585 Massachusetts Avenue Cambridge, MA 02138
View Larger Map	The Charles Hotel 1 Bennett Street Cambridge, MA 02138
View Larger Map	Sheraton Commander Hotel 16 Garden Street Cambridge, MA 02138
View Larger Map	Hyatt Regency Cambridge 575 Memorial Drive Cambridge, MA 02139
View Larger Map	Hotel Marlowe 25 Edwin H. Land Boulevard Cambridge, MA 02141

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Hotels

Below is the information for recommended hotels in the Cambridge area. The Charles Hotel and the Sheraton Commander are within walking distance of the law school, but please note that the Hyatt Regency Cambridge and the Hotel Marlowe would require a taxi to the law school.

The Charles Hotel: charleshotel.com

Sheraton Commander: sheratoncommander.com

Hyatt Regency Cambridge: cambridge.hyatt.com/en/hotel/home.html

Hotel Marlowe: hotelmarlowe.com

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