2016 Roundtable on Shareholder Engagement

June 8–9, 2016


Supported bydeloitte-logo

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.

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Background Materials

1. The Perspectives of Chief Justice Strine

2. The Short-Term / Long-Term Debate

3. Buybacks and Repurchases

4. Engagements between Issuers and Investors

Engagements between Issuers and Activists

Engagements between Issuers and Institutional Investors

5. Company Defenses and Legal Arrangements

HSR

Reforms to Section 13(d) Rules

Poison Pills

Special Meetings

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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
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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 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

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Contact Information

For more information, please contact Kat Linnehan, administrative director at:

Tel. (617) 495-8254
admindirector@corpgov.law.harvard.edu

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