2016 Roundtable on Shareholder Engagement
June 8–9, 2016
Supported by
In addition to Deloitte, the Harvard Roundtable on Shareholder Engagement is grateful for the co-sponsorship of the Society of Corporate Secretaries and Governance Professionals, the Abernathy MacGregor Group, Analysis Group, Aon Hewitt, Blue Harbour Group, Broadridge, Brunswick Group, CamberView, Cartica Management LLC, Center for Audit Quality, CFA Institute, Citi, Citrix Systems, the Coca-Cola Company, Credit Suisse, Edelman, Evercore Partners, Fenwick & West, Frederick W. Cook, Innisfree, Joele Frank, JP Morgan Chase, Kleinberg Kaplan, KPMG, Lazard, Lockheed Martin, Marsh & McLennan, Monsanto, Morgan Stanley, Nasdaq, Norfolk Southern, Olshan Frome Wolosky LLP, PepsiCo, Pfizer, PJT Partners, Prudential Financial, PwC, Sachem Head Capital Management, Sard Verbinnen & Co, Société Générale, Schulte Roth & Zabel, State Street, Teneo, Visa, Vornado Realty Trust, and Walgreens Boots Alliance.
The Program on Corporate Governance wishes to thank its supporting organizations: Akin Gump, Cadwalader, Cleary Gottlieb, Cornerstone Research, Corporation Service Company, Davis Polk & Wardwell, Debevoise & Plimpton, Fried Frank, Gibson Dunn & Crutcher, Kirkland & Ellis, Latham & Watkins, Mayer Brown, Ropes & Gray, Shearman & Sterling, Sidley Austin, Skadden, Simpson Thacher & Bartlett LLP, 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
June 8, 2016
Loeb House, 17 Quincy Street, Cambridge, MA 02138
| 6:45–7:30 pm | Reception |
| 7:30 pm | Dinner |
June 9, 2016
Harvard Law School
Wasserstein Hall, Room 2004 (second floor)
1585 Massachusetts Avenue, Cambridge, MA 02138
| 8:15–9:00 am | Registration and continental breakfast |
| 9:00–10:00 am | First morning session—the perspectives of Chief Justice Leo E. Strine, Jr. |
| 10:00–10:20 am | Coffee break |
| 10:20 -11:20 am | Second morning session |
| 11:20–11:40 am | Coffee break |
| 11:40–12:40 pm | Third morning session |
| 12:40–1:40 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 |
The Roundtable will focus on shareholder engagement with issuers, including engagements by activist and institutional investors. The Roundtable will begin with a session in which Leo E. Strine, Jr., Chief Justice of the Delaware Supreme Court, will engage with participants and respond to questions and comments. The Roundtable will then move to a discussion of current debates on shareholder activism, including debates on short-termism and on buybacks and distributions to shareholders. Next, we will proceed to a discussion of engagements, including engagements between issuers and investors (both activists and non-activists); engagements among investors; and outcomes and settlements of engagements. The Roundtable will end with a discussion of legal arrangements and proposed reforms. Depending on the interest of participants, issues to be discussed may include recent developments regarding Hart-Scott-Rodino Act filings, changes to Section 13(d) rules and the Brokaw Act, poison pills, and rights to call special meetings.
Background Materials
1. The Perspectives of Chief Justice Strine
- Can We Do Better by Ordinary Investors? A Pragmatic Reaction to the Dueling Ideological Mythologists of Corporate Law, Leo E. Strine, Jr., May 2014.
- Securing Our Nation’s Economic Future, Leo E. Strine, Jr., November 2015.
2. The Short-Term / Long-Term Debate
- Is 2015, Like 1985, an Inflection Year? Wachtell, Lipton, Rosen & Katz, December 2015.
- Will a New Paradigm for Corporate Governance Bring Peace? Wachtell, Lipton, Rosen & Katz, October 2015.
- The Myth that Insulating Boards Serves Long-Term Value, Lucian Bebchuk, April 2013.
- The Long-Term Effects of Hedge Fund Activism, Lucian Bebchuk, Alon Brav, and Wei Jiang, August 2013.
- Is Short-Term Behavior Jeopardizing the Future Prosperity of Business?” The Conference Board, October 2015.
- Letter from Larry Fink to S&P 500 CEOs, BlackRock, March 2015.
- Observations on Short-Termism and Long-Termism, RLM Finsbury, October 2015.
- Legal & General Calls for End to Quarterly Reporting, Wachtell, Lipton, Rosen & Katz, August 2015.
- Those Short-Sighted Attacks on Quarterly Earnings, Robert C. Pozen and Mark J. Roe, October 2015.
3. Buybacks and Repurchases
- Profits Without Prosperity, William Lazonick, September 2014
- Stock Buybacks Aren’t Hurting Innovation, Greg Satell, March 2015
- Executive Pay, Share Buybacks, and Managerial Short-Termism, Pay Governance LLC, January 2016.
- The Real Effects of Share Repurchases, Heitor Almeida, Mathias Kronlund, & Vyacheslav Fos, February 2016.
- Activist Investors, Cash, and Capital Allocation, PricewaterhouseCoopers LLP, March 2016.
4. Engagements between Issuers and Investors
Engagements between Issuers and Activists
- Dealing with Activist Hedge Funds, Wachtell, Lipton, Rosen & Katz, June 2015.
- Shareholder Activism and Voluntary Disclosure, Jordan Schoenfeld & Thomas Bourveau, October 2015.
- Lessons Learned from a Highly Successful Proxy Contest Defense, Withers Bergman LLP, December 2015.
- 2015 Year-End Activism Update, Gibson, Dunn & Crutcher LLP, February 2016
- Activist Settlements and Heightened Scrutiny—Ebix, Fried, Frank, Harris, Shriver & Jacobson LLP, February 2016.
- Shareholder Activism & Engagement 2016, Davis Polk & Wardwell LLP, March 2016.
- NASDAQ and Disclosure of Third-Party Compensation for Directors, Gibson, Dunn & Crutcher LLP, May 2016.
Engagements between Issuers and Institutional Investors
- Letter from Larry Fink to S&P 500 CEOs, BlackRock, February 2016
- What the 2016 Blackrock Letter Means for Shareholder Engagement and Disclosure Practices, Cleary Gottlieb Steen & Hamilton LLP, February 2016.
- Getting to Know You: The Case for Significant Shareholder Engagement, Vanguard, June 2015.
- The Changing Dynamics of Governance and Engagement, Wachtell, Lipton, Rosen & Katz, July 2015.
- Corporate Governance Preferences of Institutional Investors, Joseph Mc Cahery, Zacharias Sautner, & Laura T. Starks, September 2015.
- The Effect of Passive Investors on Activism, Ian Appel, Todd Gormley, and Donald Keim, April 2016.
5. Company Defenses and Legal Arrangements
HSR
- FTC Charges Activist Hedge Fund, Wachtell, Lipton, Rosen & Katz, August 2015.
- Does ValueAct Have Implications for Institutional Shareholders? Davis Polk & Wardwell LLP, April 2016.
- ValueAct, Activism Tactics, and Beneficial Ownership, Cleary Gottlieb, May 2016.
Reforms to Section 13(d) Rules
- Should the SEC Tighten its 13(d) Rules? Lucian Bebchuk & Robert Jackson Jr., June 2012.
- SEC Broadens Focus on and Requirements for 13D Amendment Disclosure, Fried, Frank, Harris, Shriver & Jacobson LLP, May 2015.
- 13(d) Reporting Inadequacies in an Era of Speed and Innovation, Wachtell, Lipton, Rosen & Katz, September 2015.
- Proposed Revisions to 13(d) Beneficial Ownership Reporting Rules, Wachtell, Lipton, Rosen & Katz, March 2016.
Poison Pills
- The IRR of No, Institutional Shareholder Services Inc., October 2014.
- Shareholder Returns of Hostile Takeover Targets, Wachtell, Lipton, Rosen & Katz, October 2014.
- The Long-Term Value of the Poison Pill, Wachtell, Lipton, Rosen & Katz, December 2015.
Special Meetings
- Special Meeting Proposals, Simpson Thacher & Bartlett LLP, August 2015
Directions
Below we have provided maps from the nearby hotels to the location of the conference at Harvard Law School. If you’re arriving by taxi, direct the driver to 1585 Massachusetts Avenue in Cambridge, north of Harvard Square.
Dinner on Wednesday, June 8, will take place at Loeb House, located at 17 Quincy Street in Cambridge. The conference on Thursday, June 9, will be held at Harvard Law School, Wasserstein Hall, Room 2004 (second floor), 1585 Massachusetts Avenue, Cambridge, MA 02138.
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The Charles Hotel 1 Bennett Street Cambridge, MA 02138 |
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Sheraton Commander Hotel 16 Garden Street Cambridge, MA 02138 |
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Hyatt Regency Cambridge 575 Memorial Drive Cambridge, MA 02139 |
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Hotel Marlowe 25 Edwin H. Land Boulevard Cambridge, MA 02141 |
Directions to the Pre-Conference Dinner on Wednesday, June 8
Wednesday, June 8, we will hold a reception and dinner at Loeb House, 17 Quincy Street, Cambridge. The reception will commence at 6:45 pm and the dinner at 7:30 pm.
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Loeb House 17 Quincy Street Cambridge, MA 02138 |
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 Marlow would require a taxi to the law school. Please request the Harvard rate when calling to make your reservation:
The Charles Hotel: http://www.charleshotel.com
Sheraton Commander: http://www.sheratoncommander.com
Hyatt Regency Cambridge: http://cambridge.hyatt.com/en/hotel/home.html
Hotel Marlowe: http://www.hotelmarlowe.com
Contact Information
For more information, please contact Kat Linnehan, administrative director at:
Tel. (617) 495-8254
[email protected]