Harvard Convenes the 2016 Corporate Governance Roundtable

The Harvard Law School Program on Corporate Governance and the Harvard Law School Program on Institutional Investors convened the Harvard Roundtable on Corporate Governance last Wednesday, March 16. The event brought together for a roundtable discussion seventy-nine prominent experts with a wide range of perspectives on this subject, including those of investors, issuers, advisors, academics, and public officials. Participants in the event, and the topics of discussion, are set out below.

The Roundtable, which was co-organized by Lucian Bebchuk, Stephen Davis, and Scott Hirst, was supported 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 Roundtable sessions focused on current issues in corporate governance, including those likely to arise in the upcoming proxy season. The Roundtable began with a discussion of board election arrangements, including issues of proxy access and universal ballots. The discussion then moved on to consider shareholder rights to participate in corporate decision-making. Topics discussed ranged from poison pills, rights to call a special meeting, and rights to submit shareholder proposals. The Roundtable then discussed issues related to board composition and leadership, board diversity and refreshment, and the separation of chairman and CEO. Finally, participants considered issues related to political spending and social responsibility resolutions.

The participants in the 2016 Harvard Roundtable on Corporate Governance included:

Maryellen Andersen Corporate Governance Officer, Vice President, Institutional Investor and Corporate Relations, Broadridge
Adel Aslani-Far Partner, Latham & Watkins
Scott W. Bauguess Deputy Chief Economist and Deputy Director, Division of Economic and Risk Analysis, U.S. Securities and Exchange Commission
Lucian Bebchuk Friedman Professor of Law, Economics, and Finance, Harvard Law School
Amy Bilbija Managing Director, Evercore Partners
Richard Brand Partner, Cadwalader, Wickersham & Taft LLP
Maureen Bujno Director, Center for Corporate Governance, Deloitte LLP
Martha Carter Senior Managing Director, Teneo Governance
Ning Chiu Counsel, Davis Polk & Wardwell
Robert Clark Distinguished Service Professor, Austin Wakeman Scott Professor of Law, Harvard Law School
Eileen Cohen Managing Director, J.P. Morgan Asset Management
Isaac Corré CEO, Governor’s Lane
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 DeHaas Vice Chairman and National Managing Partner, Center for Corporate Governance, Deloitte LLP
Lawrence E. Dennedy President, MacKenzie Partners, Inc.
David Eaton Associate Partner, Corporate Governance, Aon Hewitt
Michelle Edkins Global Head, Investment Stewardship, BlackRock
Matthew Filosa Vice President, Corporate Governance & Proxy Voting, MFS Investment Management
Peggy Foran Chief Governance Officer, Senior Vice President and Corporate Secretary, Prudential Financial
Joele Frank Managing Partner, Joele Frank
Andrew Freedman Partner, Co-Head Activist & Equity Investment Group, Olshan Frome Wolosky LLP
Matthew Furman Executive Vice President and Group General Counsel, Willis Towers Watson
Michael Garland Assistant Comptroller for Corporate Governance and Responsible Investment, Office of New York City Comptroller
Marc Gerber Partner, Skadden, Arps, Slate, Meagher & Flom LLP
Todd Gershkowitz Executive Vice President, Head of Global Total Rewards and HR Shared Services, State Street Corporation
Jane Goldstein Partner, Ropes & Gray
Gavin Grant Head of Active Ownership, Norges Bank Investment Management
Jean-Luc Gravel Executive Vice-President, Equity Markets, Caisse de Dépôt et Placement du Québec
Nancy Hamilton Deputy General Counsel, Corporate Governance and Mergers & Acquisitions, Monsanto Company
Mark H. Harnett Managing Director, Sard Verbinnen & Co
Tracey Heaton Senior Vice President and Chief Counsel, Visa
Matthew R. A. Heiman Vice President, Chief Compliance & Audit Officer, Tyco International
Scott Hirst Associate Director, Programs on Corporate Governance and Institutional Investors, Harvard Law School
Jack Jacobs Senior Counsel, Sidley Austin; Former Justice, Delaware Supreme Court
Paula Johnson Executive Vice President, Legal, General Counsel and Corporate Secretary, Phillips 66
Robert Katz Partner, Shearman & Sterling
Rosemary M. Kenney Senior Director, Corporate Governance Policy & Communications, TIAA
Thomas Keusch Assistant Professor, Erasmus University Rotterdam
Gwen Le Berre Director – Proxy & Governance, Charles Schwab Investment Management
Victor I. Lewkow Partner, Cleary Gottlieb Steen & Hamilton LLP
Kai Haakon E. Liekefett Partner, Head of Shareholder Activism Response Team, Vinson & Elkins LLP
Paula Loop Leader, Governance Insights Center, PricewaterhouseCoopers
Michael Ma Senior Associate, Sustainable Investing, Canada Pension Plan Investment Board
W. Robert Main Head of Corporate Governance, Vanguard Group
Gianna McCarthy Director of Corporate Governance, New York State Common Retirement Fund
Robert McCormick Chief Policy Officer, Glass Lewis & Co.
Colin Melvin Global Head of Stewardship, Hermes Investment Management
Kerri Morey Assistant General Counsel, Lockheed Martin
Meryl Murtagh Corporate Governance Attorney, North Carolina Department of State Treasurer
Sabastian V. Niles Partner, Activism, Governance and M&A, Wachtell, Lipton, Rosen & Katz
Rusty O’Kelley III Managing Director, Russell Reynolds Associates
Ryan O’Toole Senior Proxy Analyst, Fidelity Investments
Matthew Orsagh Director of Capital Markets Policy, CFA Institute
Muir Paterson Managing Director, Goldman Sachs
Susan Permut Senior Vice President & Deputy General Counsel, EMC Corporation
Mark Preisinger Director of Corporate Governance, The Coca-Cola Company
Sean Quinn Executive Director, ISS
William Regner Partner, Debevoise & Plimpton
Jim Rossman Managing Director, Head of Corporate Preparedness, Lazard
Gloria Santona Executive Vice President, General Counsel and Secretary, McDonald’s Corporation
Brian Schorr Partner and Chief Legal Officer, Trian Fund Management
Linda Scott Managing Director, Associate Corporate Secretary, JPMorgan Chase
John Seethoff Corporate Secretary and Vice President, Deputy General Counsel – Corporate Legal Group, Microsoft
Anne Sheehan Director of Corporate Governance, California State Teachers’ Retirement System
Mark Simons Senior Research Analyst, Halcyon Asset Management
Dannette Smith Secretary to the Board of Directors, UnitedHealth Group 
Gregory W. Smith Executive Director, Colorado PERA
David Strandberg Chief Counsel, Listing Qualifications, Nasdaq, Inc.
Darla Stuckey President & CEO, Society of Corporate Secretaries and Governance Professionals
Sunil Suri Portfolio Manager, Dimensional Fund Advisors
Lex Suvanto Global Managing Director, Financial Communications & Capital Markets, Edelman
Marc Trevino Partner, Sullivan & Cromwell
Karen L. Valihura Justice, Delaware Supreme Court
Joseph White Managing Director, Head of Institutional Strategic Equity Sales, Société Générale
Christopher Wightman Partner, CamberView Partners
Lori Zyskowski Partner, Gibson Dunn & Crutcher
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