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E-MailThe 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 |
