November 21, 2013 Forum Report: Invitation to SEC Conference for Revitalized Long Term Investment

Invitation to SEC Conference for Revitalized Long Term Investment

Jeffrey Gordon of Columbia Law School has invited Forum participants to join this year’s “Transatlantic Corporate Governance Dialogue” at the SEC in Washington on Tuesday, December 3, to consider “The Realities of Stewardship for Institutional Owners, Activist Investors and Proxy Advisors.” The all-day conference is organized by Columbia Law School and the European Corporate Governance Institute under the auspices of the SEC and the European Commission.

The three panel topics have been of great interest to many Forum participants. The definition of issues concerning both bureaucratized proxy advisory services and Say on Pay has been led by participants in past Forum programs addressing those subjects, and some of those participants will be continuing to guide thinking at the conference. The third panel topic, differences between short term and long term investment, is the current focus of Forum attention in two programs, one addressing activist proposals[1] and the other supporting investments in appraised value rights.[2] Anyone interested in the Forum’s marketplace decision-making applications of these issues should also be interested in the principles and regulations that will be discussed at the December 3 conference.

The conference program is copied below, and you can register online here.

GL – November 21, 2013

Gary Lutin

Chairman, The Shareholder Forum

575 Madison Avenue, New York, New York 10022

Tel: 212-605-0335

Email: gl@shareholderforum.com

[1] See the “Valuing Long Term Enterprise Success” section of the October 25, 2012 Forum Report: Addressing Ultimate Investor Objectives.

[2] See the program for “Appraisal Rights Investments.”

	The Realities of Stewardship for Institutional Owners, Activist Investors and Proxy Advisors
	Tuesday, 3 December 2013 Securities and Exchange Commission Washington DC

A free all-day conference under the auspices of the Securities and Exchange Commission (SEC) and the European Commission, organised by the European Corporate Governance Institute and the Columbia Law School. With Lithuania holding the Presidency of the Council of the European Union, the organisers are most grateful for the support of the Lithuanian Embassy in Washington and for sponsorship of the 2013 conference by PricewaterhouseCoopers (PwC).

Program | Online registration | Directions | Disclaimer | Background to the Dialogue

Program
In the U.S. and the U.K., diffuse public ownership has reconcentrated itself into the hands of institutional investors. Despite the controlling owner pattern that is generally associated with Europe, the sheer size of the largest companies has meant that institutional investors are, collectively, the dominant shareholders in many of the most important firms. Does such institutional ownership require a particular engagement with the governance of portfolio companies, what some have called 'stewardship'? What would 'stewardship' entail? How would 'stewardship' change the business model of the institutional investors? This year's Transatlantic Corporate Governance Dialogue asks whether activist shareholders and proxy advisors retard or advance an appropriate conception of stewardship. It then takes up an alternative strategy to governance reform, legislation that empowers shareholders, as exemplified by the spread of 'Say on Pay.'

8.30-9.00am	Registration and coffee
9.00-9.15am	Conference Chair Professor Ronald Gilson Marc & Eva Stern Professor of Law and Business, Columbia Law School Charles J. Meyers Professor of Law and Business, Stanford Law School and ECGI Fellow
	Welcome Jörgen Holmquist Chairman European Corporate Governance Institute
	Remarks from the EU Presidency Ambassador Zygimantas Pavilionis Ambassador of the Republic of Lithuania to the United States
Session 1 - Opening remarks
9.15-9.35am	Mary Jo White Chair U.S. Securities and Exchange Commission Introduced by Jörgen Holmquist
Session 2 - Activist Shareholders and Shareholder Value: Long Term v. Short Term Activist shareholders aggressively seeking major strategic changes at even the largest firms have become increasingly important corporate governance players. Debate rages over whether such activity creates long-term sustainable value at the targeted firms, or whether the gains are short-lived and the damage perhaps permanent. A related, more difficult question, is the impact of such activity on corporate decision-making by non-targeted firms.
9.35-11.35am	Moderator Professor Ronald Gilson Marc & Eva Stern Professor of Law and Business, Columbia Law School Charles J. Meyers Professor of Law and Business, Stanford Law School and ECGI Fellow
	Briefings Professor Wei Jiang Arthur F. Burns Professor of Free and Competitive Enterprise Columbia Business School
	Professor David Larcker James Irvin Miller Professor of Accounting Graduate School of Business, Stanford University
	Panel Mats Isaksson Head of Corporate Affairs Organisation for Economic Co-operation and Development (OECD)
	Justice Jack B. Jacobs Justice of the Delaware Supreme Court
Session 3 - The European perspective
11.35-12.15pm	Ugo Bassi Director for Capital and Companies DG Internal Market and Services European Commission Introduced and Q&A moderated by Professor Jeffrey Gordon
12.15pm	Lunch (Lunch will not be provided)
Session 4 - SEC Commissioner's remarks
1.30-2.00pm	Daniel Gallagher Commissioner U.S. Securities and Exchange Commission Introduced and Q&A moderated by Professor Jeffrey Gordon
Session 5 - Proxy Advisors: Do they wield too much influence? Whether and how to regulate - the lessons from Europe The role of proxy advisors has been hotly contested. In Europe, ESMA has just recommended an EU Code of Conduct for the industry. How much influence do they wield, either through changing vote outcomes on governance-related matters or setting the governance agenda? How much influence do they wield on contested control-related matters, such proxy contests by activist shareholders or acquisition proposals? Does the small number of influential advisors raise particular concerns? Is regulation appropriate and if so, of what type?
2.00-4.00pm	Moderator Ira M. Millstein Senior partner, Weil, Gotshal & Manges Chair, Millstein Center for Global Markets and Corporate Ownership Columbia Law School
	Briefings Laurent Degabriel Head of Investment and Reporting Division European Securities and Markets Authority (ESMA)
	Professor Jill Fisch Perry Golkin Professor of Law, Co-Director, Institute for Law and Economics University of Pennsylvania Law School and ECGI Research Associate
	Dr Tao Li Assistant Professor University of Warwick
	Panel Gary Retelny President Institutional Shareholder Services Inc
	Michelle Edkins Managing Director Global Head of Corporate Governance and Responsible Investment BlackRock
4.00-4.15pm	Coffee and tea
Session 6 - Say on Pay: Is it working? How far should it go? Advisory shareholder votes on executive compensation was a UK invention but it has spread throughout the EU and the US. Has it been effective at curbing the level of executive compensation or improving the form in which it is provided? Should shareholders and governments move to give shareholders mandatory approval rights on executive compensation?
4.15-5.45pm	Moderator Professor Randall Thomas John S. Beasley Professor of Law and Business Vanderbilt University Law School and Owen School of Management and ECGI Research Associate
	Briefing Professor Fabrizio Ferri Associate Professor Columbia Business School
	Panel Donna Dabney Executive Director, Governance Center The Conference Board
	Francesco Chiappetta General Counsel and Head of General and Institutional Affairs, Pirelli & C. S.p.A. Member of the Advisory Group on Corporate Governance and Company Law, European Commission
	Katherine Rabin Chief Executive Officer Glass Lewis & Co
Session 7 - Summing up, Assessment and the Way Ahead
5.45-6.00pm	Professor Marco Becht Professor of Finance and Economics, Université Libre de Bruxelles ECGI Executive Director and ECGI Fellow
5.45-6.00pm	Geoffrey Aronow Chief Counsel and Senior Policy Advisor, Office of International Affairs U.S. Securities and Exchange Commission