Wednesday, March 20, 2019, 8:00 AM to 5:00 PM @Clayton Hall, University of Delaware, Newark, DE
Co-sponsored with the Department of Finance, Alfred Lerner College of Business & Economics
To Register, click HERE
REGISTRATION REQUIRED TO ATTEND
The focus of the 2019 Corporate Governance Symposium will be “Governance Issues of Critical Importance to Boards and Investors in 2019.” The symposium will begin with an address by our John L. Weinberg Distinguished Speaker – Indra Nooyi, Former Chairman and Chief Executive Officer, PepsiCo.
Ms. Nooyi will be followed by a Special Speaker – Robert J. Jackson, Jr., Commissioner, U.S. Securities and Exchange Commission.
Commissioner Jackson will be followed by a panel who will focus on the most critical governance issues for boards and investors in 2019. The confirmed panelists are:
- Glenn Booraem, Investment Stewardship Officer and a principal, Vanguard
- Aeisha Mastagni, Portfolio Manager, California State Teachers’ Retirement System (CalSTRS).
- Steve Odland, President and CEO, The Conference Board
- Eric Shostal, Vice President, Investor Stewarship Team, BlackRock
- Myron T. Steele, Partner, Potter Anderson & Corroon LLP; former Chief Justice, Delaware Supreme Court
Moderator: Charles M. Elson, Edgar S. Woolard, Jr., Chair of Corporate Governance; Director of the John L. Weinberg Center for Corporate Governance; and Professor of Finance
The panel will be followed by a luncheon speaker – William D. Cohan, New York Times best-selling author, special correspondent at Vanity Fair, and a former senior Wall Street M&A investment banker at Lazard Frères & Co., Merrill Lynch and JPMorgan Chase
The presentation of academic papers on topics that are of critical importance to boards and investors will occur in the afternoon. The following papers will be presented:
- “Audit Process, Private Information, and Insider Trading,” by Salman Arif, Kelley School of Business, Indiana University; John Kepler,The Wharton School, University of Pennsylvania; Joseph Schroeder,Kelley School of Business, Indiana University, and Daniel Taylor, The Wharton School, University of Pennsylvania (Presenter)Discussant – W. Robert Knechel, Fisher School of Accounting, University of Florida
- “Investors’ Attention to Corporate Governance,“ by Peter Iliev Penn State University; Jonathan Kalodimos, Oregon State University; and Michelle Lowry, Drexel University (Presenter)Discussant – Alan Crane, Jones Graduate School of Business, Rice University
- “Investor-Driven Governance Standards and Firm Value,” by Yonca Ertimur, University of Colorado Boulder; and Paige Patrick, University of Washington (Presenter) Discussant – Fei Xie, Alfred Lerner College of Business & Economics, University of Delaware
- “Shareholder Voting on Golden Parachutes: Determinants and Consequences,“ by Albert H. Choi, University of Virginia Law School (Presenter); Andrew C.W. Lund, John F. Scarpa Center for Law and Entrepreneurship, Villanova University, Charles Widger School of Law; Robert Schonlau, Farmer School of Business, Miami University
- Discussant – John White, Cravath, Swaine & Moore
“Delaware Should Limit Dual-Class Stock Use, SEC Commissioner Says,” Bloomberg Law, March 20, 2019 (subscription)
“Investors intensify their fight against dual-class shares,” Pensions & Investments, April 1, 2019 (subscription)
Material
1. Indra Nooyi
2. Commissioner Robert J. Jackson, Jr.
- Perpetual Dual-Class Stock: The Case Against Corporate Royalty, February 15, 2018 https://www.sec.gov/news/speech/perpetual-dual-class-stock-case-against-corporate-royalty
- Corporate Governance: On the Front Lines of America’s Cyber War, March 15, 2018 https://www.sec.gov/news/speech/speech-jackson-cybersecurity-2018-03-15
- Stock Buybacks and Corporate Cashouts, June 11, 2018 https://www.sec.gov/news/speech/speech-jackson-061118
- Unfair Exchange: The State of America’s Stock Markets, September 19, 2018https://www.sec.gov/news/speech/jackson-unfair-exchange-state-americas-stock-markets
3. BlackRock
- Larry Fink’s Annual Letter to CEOs – Purpose & Profit https://www.blackrock.com/corporate/investor-relations/larry-fink-ceo-letter
- BlackRock Investment Stewardship’s 2019 Engagement Priorities
BlackRock Investment Stewardship’s 2018 Annual Report
4. CalSTRS
- Materials can be found on the CalSTRS websitehttps://www.calstrs.com/
5. Vanguard
- Vanguard’s 2019 Semiannual Engagement Update
- 2018 Investment Stewardship Annual Report https://about.vanguard.com/investment-stewardship/perspectives-and-commentary/2018_investment_stewardship_annual_report.pdf
- Vanguard’s An open letter to directors of public companies worldwidehttps://about.vanguard.com/investment-stewardship/governance-letter-to-companies.pdf
6. The Conference Board.
7. Wachtell, Lipton, Rosen & Katz memos
- The New Paradigm
- It’s Time To Adopt The New Paradigm
- Spotlight on Boards
- Some Thoughts for Boards of Directors in 2019 (Including The New Paradigm:Roadmap for an Implicit Corporate Governance Partnership Between Corporations and Investors to Achieve Sustainable Long-Term Investment and Growth)
- Dealing with Activist Hedge Funds and Other Activist Investors
8. Skadden, Arps, Slate, Meagher & Flom LLP memo