The Harvard Law School Program on Corporate Governance and the Harvard Law School Program on Institutional Investors convened the Harvard Roundtable on Shareholder Engagement last Wednesday, June 17. The event brought together for a roundtable discussion 81 prominent experts with a wide range of perspectives on the subject, including senior officers from institutional investors (both mutual funds and public pension funds) with aggregate assets under management exceeding $16 trillion, senior officers from companies with aggregate market capitalization exceeding $1.4 trillion, and representatives from many leading activist hedge funds, investment banks and corporate law firms. Participants in the event, and the topics of discussion, are set out below.
The Roundtable sessions focused on shareholder engagement with issuers. The Roundtable began with a general discussion of current debates on shareholder activism. The participants discussed a variety of topics, including the debate on whether activism is beneficial for the long-term and the debate on buybacks and distributions to shareholders. The Roundtable then moved to a discussion of engagements with respect to activist interventions, including engagement between issuers and investors (both activists and non-activist), and among investors. The Roundtable, which was co-organized by Lucian Bebchuk, Stephen Davis, and Scott Hirst, was sponsored by a number of co-sponsors (listed here), the supporting organizations of the Program on Corporate Governance (listed on the Program site here), and the institutional members of the Harvard Institutional Investor Forum (listed here).
The participants in the Roundtable on Shareholder Engagement included:
Maryellen Andersen, Corporate Governance Officer, Vice President, Institutional Investor and Corporate Relations, Broadridge
William D. Anderson, Jr., Managing Director, Global Head of Activism & Raid Defense, Goldman, Sachs & Co.
James Andrus, Portfolio Manager, Global Governance, California Public Employees’ Retirement System
Jeffrey Barbieri, Corporate Governance/ESG, Assistant Vice President, Wellington Management Company
Douglas Barnard, Senior Vice President, General Counsel, and Secretary, CF Industries
Scott Bauguess, Deputy Chief Economist, U.S. Securities and Exchange Commission; Deputy Director, Division of Economic and Risk Analysis
Lucian Bebchuk, Friedman Professor of Law, Economics, and Finance, Harvard Law School
Amy Bilbija, Managing Director, Evercore Partners
Karla Bos, Director, Investment Proxy Research, Fidelity Management & Research Co.
Gloria Bowden, Associate General Counsel and Secretary, The Coca-Cola Company
John Butler, Partner, Davis Polk & Wardwell LLP
Anne Chapman, Vice President, Investment Operations and Senior Manager, Capital Group
Warren Chen, Managing Director, Glass, Lewis & Co.
Eileen Cohen, Managing Director, J.P. Morgan Asset Management
Thomas A. Cole, Partner and former Chair of the Executive Committee, Sidley Austin LLP
Joan Conley, Senior Vice President and Corporate Secretary, Nasdaq
Arthur Crozier, Chairman, Innisfree M&A
Scott Davis, Partner, Mayer Brown
Stephen Davis, Associate Director and Senior Fellow, Programs on Corporate Governance and Institutional Investors, Harvard Law School
Deborah L. DeHaas, Vice Chairman, Chief Inclusion Officer and National Managing Partner for the Center for Corporate Governance, Deloitte LLP
Lawrence E. Dennedy, President, MacKenzie Partners, Inc.
Geoffrey Edwards, Senior Associate General Counsel, Corporate Governance and Assistant Secretary, Wal-Mart Stores, Inc.
Steven Epstein, Partner & Co-Head of M&A, Fried Frank
Gregg Feinstein, Managing Director and Head of M&A, Houlihan Lokey
Allen Ferrell, Harvey Greenfield Professor of Securities Law, Harvard Law School
Matthew Filosa, Vice President, Corporate Governance & Proxy Voting, MFS Investment Management
Virginia Fogg, General Counsel, Norfolk Southern
Peggy Foran, Chief Governance Officer, VP and Corporate Secretary, Prudential Financial
Jesse Fried, Dane Professor of Law, Harvard Law School
Todd Gershkowitz, Executive Vice President, Head of Global Total Rewards and HR Shared Services, State Street Corporation
Bruce Goldfarb, President and Chief Executive Officer, Okapi Partners
Sarah Goller, Senior Manager, Vanguard Group
Tony Gomes, Senior Vice President and General Counsel, Citrix Systems
Gavin Grant, Head of Active Ownership, Norges Bank Investment Management
Richard Grossman, Partner, Skadden
Matt Gruber, Associate Dean and Chief Financial Officer, Harvard Law School
Larry Hamdan, Head of M&A – Americas, Barclays
Nancy Hamilton, Deputy General Counsel, Corporate Governance and Mergers & Acquisitions, Monsanto Company
Todd G. Hartman, Senior Vice President, Deputy General Counsel and Chief Compliance Officer, Best Buy Co., Inc.
Paul Hilal, Partner, Pershing Square Capital Management
Scott Hirst, Associate Director, Program on Institutional Investors, Harvard Law School
Bess Joffe, Managing Director, Head of Corporate Governance, TIAA-CREF
Robert Katz, Partner, Shearman & Sterling
Jeffrey R. Katz, Partner, Ropes & Gray
Roy J. Katzovicz, Chairman, Saddle Point Group, LLC
Maryanne Lavan, Senior Vice President, General Counsel and Corporate Secretary, Lockheed Martin
Gwen Le Berre, Director – Proxy & Governance, Charles Schwab Investment Management
Stephanie Leaist, Managing Director, Head of Sustainable Investing, Canada Pension Plan Investment Board
Kai Haakon E. Liekefett, Partner, Vinson & Elkins
Paula Loop, Leader, Center for Board Governance and the Investor Resource Institute, PricewaterhouseCoopers
Jay W. Lorsch, Louis E. Kirstein Professor of Human Relations, Harvard Business School
David Maltz, Vice President, Legal, Duke Energy Corporation
Chadwick Mills, Partner, Cooley
Manish K. Mital, General Counsel and Managing Principal, Halcyon Asset Management
Thomas Moore, Vice President, Corporate Secretary and Chief Governance Officer, Ameriprise Financial
Daniel Oh, Vice President, Corporate Governance and Responsible Investment, BlackRock
Benet J. O’Reilly, Partner, Cleary Gottlieb Steen & Hamilton LLP
Matthew Orsagh, Director of Capital Markets Policy, CFA Institute
Donald F. Parsons, Vice Chancellor, Delaware Court of Chancery
Sean Quinn, Executive Director, ISS
Kashif Rashid, Deputy General Counsel, Commercial & SEC, St. Jude Medical
Suzanne Rolon, Director – Corporate Governance, Pfizer
Jeffrey J. Rosen, Partner, Debevoise & Plimpton
David Rosewater, Managing Director, Activism Defense Group, Morgan Stanley
Jim Rossman, Head of Corporate Preparedness, Lazard
Paul Schneider, Head of Corporate Governance, Public Equities, Ontario Teachers’ Pension Plan
Brian Schorr, Partner and Chief Legal Officer, Trian Fund Management
Carol Schwartz, Secretary and Corporate Governance Officer, American Express
John Seethoff, Vice President, Deputy General Counsel – Corporate, Microsoft
Anne Sheehan, Director of Corporate Governance, California State Teachers’ Retirement System
Matt Sherman, President and Partner, Joele Frank
Wendy Skjerven, Corporate Secretary, Travelers
Gregory W. Smith, Executive Director, Colorado PERA
Darla Stuckey, President & CEO, Society of Corporate Secretaries and Governance Professionals
Daniel Summerfield, Co-Head of Responsible Investment, Universities Superannuation Scheme
Sunil Suri, Portfolio Manager, Dimensional Fund Advisors
Qin Tuminelli, Vice President, Credit Suisse
Marc Weingarten, Partner, Schulte Roth & Zabel
Joseph White, Managing Director, Head of Institutional Strategic Equity Sales, Société Générale
Daniel Wolf, Partner, Kirkland & Ellis
Steve Wolosky, Partner, Olshan Frome Wolosky LLP