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Fair Investor Access

See related case examples of

Dell Inc.

appraisal rights for intrinsic value realization

and

Walgreen Co.

stock buyback policies

"Fair Access" Home Page

"Fair Access" Program Reference

For graphs of specific company and related industry returns, see

Returns on Corporate Capital

For graphs of specific company voting for the past 5 years, see

Shareholder Support Rankings

 

 

 

 

For a subsequent news report of the conference referenced below, see

 

To download a printable copy of this report, click here.

 

Forum Report: Fair Investor Access

 

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

 

 


 

 

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The Realities of Stewardship for Institutional Owners, Activist Investors and Proxy Advisors

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Tuesday, 3 December 2013
Securities and Exchange Commission
Washington DC


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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).

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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

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

Welcome

Jörgen Holmquist
Chairman
European Corporate Governance Institute

Jorgen Holmquist, Chairman of the ECGI

Remarks from the EU Presidency

Ambassador Zygimantas Pavilionis
Ambassador of the Republic of Lithuania to the United States

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Session 1 - Opening remarks


9.15-9.35am

Mary Jo White
Chair
U.S. Securities and Exchange Commission

Introduced by Jörgen Holmquist

Mary Jo White, Chairman, Securities and Exchange Commission


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

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

Briefings

Professor Wei Jiang
Arthur F. Burns Professor of Free and Competitive Enterprise
Columbia Business School

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Professor David Larcker
James Irvin Miller Professor of Accounting
Graduate School of Business, Stanford University

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Panel

Mats Isaksson
Head of Corporate Affairs
Organisation for Economic Co-operation and Development (OECD)

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Justice Jack B. Jacobs
Justice of the Delaware Supreme Court

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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

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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

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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

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Briefings

Laurent Degabriel
Head of Investment and Reporting Division
European Securities and Markets Authority (ESMA)

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Professor Jill Fisch
Perry Golkin Professor of Law, Co-Director, Institute for Law and Economics
University of Pennsylvania Law School
and ECGI Research Associate

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Dr Tao Li
Assistant Professor
University of Warwick

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Panel

Gary Retelny
President
Institutional Shareholder Services Inc

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Michelle Edkins
Managing Director
Global Head of Corporate Governance and Responsible Investment
BlackRock

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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

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Briefing

Professor Fabrizio Ferri
Associate Professor
Columbia Business School

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Panel

Donna Dabney
Executive Director, Governance Center
The Conference Board

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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

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Katherine Rabin
Chief Executive Officer
Glass Lewis & Co

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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

Professor Marco Becht, Professor of Finance and Economics, Université Libre de Bruxelles, ECGI Executive Director

Geoffrey Aronow
Chief Counsel and Senior Policy Advisor, Office of International Affairs
U.S. Securities and Exchange Commission

 

 

 

This Forum program is open, free of charge, to anyone concerned with investor interests in the development of marketplace standards for expanded access to information for securities valuation and shareholder voting decisions. As stated in the posted Conditions of Participation, the Forum's purpose is to provide decision-makers with access to information and a free exchange of views on the issues presented in the program's Forum Summary. Each participant is expected to make independent use of information obtained through the Forum, subject to the privacy rights of other participants.  It is a Forum rule that participants will not be identified or quoted without their explicit permission.

This Forum program was initiated to address issues and objectives defined by participants in the 2010 "E-Meetings" program relevant to broad public interests in marketplace practices, rather than investor decisions relating to only a single company. The Forum may therefore invite program support of several companies that can provide both expertise and examples of leadership relating to the issues being addressed.

Inquiries about this Forum program and requests to be included in its distribution list may be addressed to access@shareholderforum.com.

The information provided to Forum participants is intended for their private reference, and permission has not been granted for the republishing of any copyrighted material. The material presented on this web site is the responsibility of Gary Lutin, as chairman of the Shareholder Forum.

Shareholder Forum™ is a trademark owned by The Shareholder Forum, Inc., for the programs conducted since 1999 to support investor access to decision-making information. It should be noted that we have no responsibility for the services that Broadridge Financial Solutions, Inc., introduced for review in the Forum's 2010 "E-Meetings" program and has since been offering with the “Shareholder Forum” name, and we have asked Broadridge to use a different name that does not suggest our support or endorsement.