2017 Corporate Governance Symposium

Tuesday, March 7, 2017, 9:15 AM to 5:15 PM

@Clayton Hall, University of Delaware : 

The focus of the 2017 Corporate Governance Symposium will be “Governance Issues of Critical Importance to Boards and Investors in 2017.”  The Symposium will begin with an address by our John L. Weinberg Distinguished Speaker – Ronald P. O’Hanley, President and CEO, State Street Global Advisors. Mr. O’Hanley will be followed by a panel of representatives from the corporate and investor community, and a former Chief Justice of the Delaware Supreme Court, during which each panelist will share what matters most to them in 2017.  The panelists are:

  • Amy Bilbija, Managing Director, Strategic Governance Advisors
  • Glenn Booraem, Principal & Fund Treasurer, Vanguard
  • H. Rodgin Cohen, Senior Chairman, Sullivan & Cromwell LLP
  • Abe Friedman, Managing Partner, CamberView Partners
  • Joann S. Lublin, Management News Editor, The Wall Street Journal
  • Ronald P. O’Hanley, President and CEO, State Street Global Advisors
  • Brian L. Schorr, Partner and Chief Legal Officer, Trian Fund Management, L.P.
  • Linda E. Scott, Managing Director and Associate Corporate Secretary, JPMorgan Chase & Co.
  • Myron T. Steele, Partner, Potter Anderson & Corroon, LLP; and former Chief Justice, Delaware Supreme Court

Moderator:  Charles M. Elson, Edgar S. Woolard, Jr., Chair in Corporate Governance, D­­irector of the John L. Weinberg Center for Corporate Governance, and Professor of Finance

The panel will be followed by Joann Lublin from The Wall Street Journal, who will be our luncheon speaker.  She will be discussing her recently published book, Earning It:  Hard-Won Lessons from Trailblazing Women at the Top of the Business World. 

The presentation of academic papers on topics that are of critical importance to boards and investors will occur in the afternoon. The papers being presented are:

  • Captured Boards”:  The Rise of “Super Directors” and the Case for a Board Suite, by Kobi Kastiel, Harvard Law School (Q&A Participant) and Yaron Nili, University of Wisconsin Law School (Presenter)
    Winner of the Best Paper Award
    Click here for a copy of the paper

    Discussant:  Jeffrey Gordon, Richard Paul Richman Professor of Law, Columbia Law School
  • The Golden Leash and the Fiduciary Duty of Loyalty, by Greg Shill, Harvard Law School Program on Corporate Governance (Presenter)
    Click here for a copy of the paper

    Discussant:  David M. Silk, Partner, Wachtell, Lipton, Rosen & Katz
  • Affiliated Corporate Donations and Director Independence, by Ye Cai, Santa Clara University; Jin Xu, Virginia Tech, Pamplin College of Business (Presenter); and Jun Yang, Indiana University.
    Click here for a copy of the paper

    Discussant:  Todd Gormley, Washington University in St. Louis

 DE CLE/CPE: Approval for DE CLE is pending.  CPE credits will be provided by our event partner, Sallie Mae.  There is no charge for the program, which includes a  complimentary lunch,   A book signing for Ms. Lublin’s book will take place during the lunch break after her talk, and copies of the book will be available for purchase.

To Register go to:https://wccg-cgsym2017.eventbrite.com

Invitation

Global Delaware Blog Pre-Event Article

UDaily Post-Event Article

CorpGov.net Post-Event Article

Transcript of address of Ron O’Hanley, President and CEO of State Street Global Advisors (SSGA)

SSGA’s Guidance on Enhancing Gender Diversity on Boards

SSGA March 7, 2017 Press Release on Gender Diversity

SSGA’s • Enhancing Gender Diversity on Boards

“State Street to Start Voting Against Companies That Don’t Have Women Directors,” Joann Lublin and Sarah Krouse, The Wall Street Journal, March 7, 2017 (subscription only)

Investor Stewardship Group (main website)

ISG’s Stewardship Principles

ISG’s Corporate Governance Principles for Listed Companies

Commonsense Principles (main website)

Commonsense Principles (open letter)

Commonsense Principles of Corporate Governance

Ron O’Hanley  (SSGA) January 26, 2017 letter and guidelines on sustainability and strategy

Ron O’Hanley (SSGA) February 26, 2016 letter and guidelines on effective independent board leadership 

SSGA – Protecting Long-Term Shareholder Interests in Activist Engagements, October 10, 2016

SSGA – Climate Change Risk Oversight Framework for Directors, Rakhi Kumar and Michael Younis,March 14, 2016

SSGA – Guidelines for Mitigating Reputational Risk in C-Suite Pay,” , June 1, 2016

William F. McNabb (Chairman and CEO of Vanguard) Letter to Directors, February 27, 2015

Larry Fink (CEO, BlackRock) Annual Letter to CEOs, January 24, 2017

Post-Event Articles

State Street Votes Against 400 Companies Citing Gender Diversity, The Wall Street Journal, July 25, 2017 (subscription)

Ron O’Hanley, the John L. Weinberg Distinguished Speaker, speaks at the Symposium hosted by the Weinberg Center

On March 7, 2017, the John L. Weinberg Center for Corporate Governance at the University of Delaware was honored to host Ron O’Hanley, President and CEO of State Street Global Advisors (SSGA), as its John L. Weinberg Distinguished Speaker. SSGA is a recognized leader in corporate governance. He gave an inspiring talk as part of the Center’s 2017 Corporate Governance Symposium.  Mr. O’Hanley discussed SSGA’s focus on effective, independent board leadership and his recent call on boards to consider ESG impacts on long-term value creation.  He discussed board diversity and SSGA’s call on companies to increase the number of women on their corporate boards, which was announced earlier in the morning and which was also on the eve of International Women’s Day (March 8).  Mr. O’Hanley also spoke about the historic comprehensive stewardship and governance principles recently issued by the Investor Stewardship Group.

For more information about the Symposium and Mr. O’Hanley’s address, go HERE.

Weinberg Center hosts discussion on blockchain technology

On May 4, 2017, The Weinberg Center hosted a discussion on blockchain technology, and specifically the State of Delaware’s Blockchain Initiative. Participating in the discussion moderated by the Center’s Associate Director, Ann Mulé, were the following three individuals who are leading the Delaware Blockchain Initiative:

  • Andrea Tinianow is the Director of Global Delaware and also Director of the Division of Corporate and International Development for the Delaware Department of State.  The Delaware Blockchain Initiative was conceived by Global Delaware and Andrea directs the Initiative.
  • Caitlin Long is the Chairman and President of Symbiont, the market-leading smart contracts platform for institutional uses of distributed ledger technology. Symbiont is partnering with Global Delaware in the Delaware Blockchain Initiative.
  • Marco Santori is a Partner at Cooley LLP and leads Cooley’s fintech practice, and is an authority in the law of blockchain technology. He is the Legal Ambassador for the Delaware Blockchain Initiative. 

For more information about blockchain and the Delaware Blockchain Initiative, together with related materials and the bios of the discussion participants, go here.

Directors & Boards magazine articles highlight the Roundtable

On October 6, 2016, the John L. Weinberg Center for Corporate Governance hosted “The Climate-Competent Board” Roundtable, which was co-sponsored by the KPMG Board Leadership Center. The topic was very timely as investors, boards and companies are starting to focus more on ESG and sustainability issues.   The Directors & Board magazine’s First Quarter 2017 issue included the following articles about the panel:  “Climate change and the corporate board:  Too hot not to handle?” by Charles M. Elson and Nicholas J. Goossen, and “Panel on climate risk:  It’s real, it’s material, it’s a board issue.”

For more information about the panel, go Here

Joann Lublin, Management Editor at The Wall Street Journal, speaks at Weinberg Center Symposium

At the John L Weinberg Center’s Corporate Governance Symposium on March 7, 2017, the featured luncheon speaker was Joann S. Lublin, a Pulitzer Prize-winning journalist, and Management News Editor at The Wall Street Journal. She spoke about her book, Earning It:  Hard-Won Lessons from Trailblazing Women at the Top of the Business World, which tells the stories of more than 50 executive women who broke the glass ceiling and reached the top rungs of the corporate ladder in a variety of industries.

For more information about the Symposium, go HERE.

How the Financial System Fails Investors and How to Fix It From a Structural and Governance Perspective

Tuesday, November 1, 2016, 9:30 AM to 12:00 PM @Gore Recital Hall, University of Delaware : 

​Financial/investing institutions form the bedrock of the U.S.economic system. Without them, the economy can’t grow and our capitalistic system would grind to a halt. However,few believe that our financial/investing institutions work as well as they could. Critics argue that misalignments promote the interests of the financial sector itself above those of society, the real economy and the individual citizen investors whose pensions and savings are entrusted to these institutions. They argue that errant expertise and incentives;gaps in accountability, transparency and governance; poor regulation and a misreading of economics combine to impose a huge stealth tax on individual savings and national economic promise. Further, they say that these structural and governance misalignments create systemic pressure for short termism in the boardroom and within investing institutions.

Stephen Davis, Jon Lukomnik, and David Pitt-Watson, the three authors of What They Do With Your Money: How the Financial System Fails Us and How to Fix It, will be joined by John Bogle, legendary founder of Vanguard, and Jennifer Taub, professor of law,Vermont Law School, for a robust, provocative discussion of how to fix our financial/investing institutions so that they serve individual citizen investors and the real economy.  It is the only time all three authors will be together in the U.S. to present.

Among the issues that will be discussed are: How have short-term oriented capital markets, the scores of financial intermediaries, and executive compensation structures both in financial/investing institutions and in our corporations combined to reduce long-term corporate investment in America? What are the consequences of governance gaps in investing institutions? What about the governance structures of pension plans and their plan sponsors? Should there be a shift in the governance paradigm to give individual citizen investors more transparency and more of a voice?The discussion will also showcase potential solutions that range from the narrow and technical, such as potential revisions to the tax law, to the big and ambitious, such as fresh models of governance and transparency for financial/investing institutions and for pension/savings plans.Please join us for a fascinating discussion peering behind the curtain of finance to understand why the capital market works the way it does. And how it can potentially change for the better.

PARTICIPANTS

  • John C. Bogle, Founder, Vanguard
  • Stephen M. Davis, Associate Director and Senior Fellow, Harvard Law School Program on Corporate Governance
  • Jon Lukomnik, Executive Director, IRRC Institute; and Managing Partner, Sinclair Capital LLC.
  • David Pitt-Watson, former head of the Hermes shareholder activist funds in Europe, and Executive Fellow of Finance, London Business School
  • Jennifer Taub, Professor of Law, Vermont Law School

    Moderator: Charles M. Elson, director, John L. Weinberg Center for Corporate Governance, University of Delaware; Edgar S. Woolard Chair in Corporate Governance; and professor of finance.

DE CLE/CPE credits: DE CLE credits will be provided. CPE credits will be provided by our event partner, Sallie Mae. There is no charge for the program, which includes a complimentary lunch. A book signing will take place after the program and copies of the book will be available for purchase.

To Register go to: https://wccg-financialsystem2016.eventbrite.com

Invitation

UDaily Pre-Event article

News Journal; Pre-Event Article

Program Materials (7)

1.      “Lukomnik Wants To Make Capitalism Better — Tells Institutional Investors How,” Christopher P. Skroupa, Forbes, June 7, 2016

2.      “Solving the problem of short-termism,” Jon Lukomnik, Ethical Boardroom, September 5, 2016

3.      “What We Lose When Giant Investment Funds Run All Our Companies,” Davit Pitt-Watson,Harvard Business Review, July 19, 2016

4.      “Count DC plans among Wells Fargo’s enablers,” Stephen M. Davis, Pensions & Investments, October 5, 2016

5.      Able But Not Willing: The Failure of Mutual Fund Advisers to Advocate for Shareholders’ Rights, Jennifer Taub, Vermont Law School.March 31, 2009, Journal of Corporation Law, Vol. 34, No. 3, 2009|

6.      Money Managers in the Middle: Seeing and Sanctioning Political Spending after Citizens United,Jennifer Taub, Vermont Law School, February 15, 2012, New York University Journal of Legislation and Public Policy, Vol. 15, p. 101, April 2012, Vermont Law School Research Paper No. 02-12

7. The Sophisticated Investor and the Global Financial Crisis, Jennifer Taub, in Corporate Governance Failures: The Role of Institutional Investors in the Global Financial Crisis, James Hawley, Shyam Kamath and Andrew Williams eds. (Philadelphia, PA: University of Pennsylvania Press, 2011)

Institutional Investor Post-Event Article

Investopedia Post-Event Article

ThinkAdvisor Post-Event Article

UDaily Post-Event Article

CII Alert (Post-Event) – “Does the Financial System Work? University of Delaware Panel Offers its Two Cents” (membership required)

Video of Event