First Annual ISG/Corporate Issuers Conference

Friday, September 13, 2019, 8:00 AM to 5:30 PM @Clayton Hall, University of Delaware, Newark, DE : 

To Register Click Here

On January 1, 2019, the Investor Stewardship Group (ISG) an investor-led initiative comprised of more than 60 of the largest U.S.-based institutional investors and global asset managers representing in excess of US$31 trillion AUM, marked the one-year anniversary of its Framework for U.S. Stewardship and Governance.

Join many of the ISG investors at the First Annual ISG/Corporate Issuers Conference, which will provide unique opportunities for ISG investors and corporate issuers to:

  • Learn more about the Investor Stewardship Principles and Corporate Governance Principles
  • Participate in breakout sessions that will include both ISG investors and corporate issuers
  • Hear the latest on the New Paradigm and the importance of ISG from keynote speaker, Marty Lipton from Wachtell, Lipton Rosen & Katz
  • Enjoy many informal networking opportunities

The ISG Fall Conference Committee invites you to attend what promises to be an informative and exciting conference, which is co-hosted with the John L. Weinberg Center for Corporate Governance, on the campus of the University of Delaware.

Register early as space is limited.Also, make your hotel reservation early as hotel space on campus can sell out quickly.Information about campus hotels can be found on the “More Info” page.

See you in September!

2019 Corporate Governance Symposium

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

Call for Papers

UDaily Pre-Event Article

UDaily Post-Event Article

LinkedIn post, March 20, 2019

“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.

3.  BlackRock

4.  CalSTRS

5.  Vanguard

6.  The Conference Board.

7.   Wachtell, Lipton, Rosen & Katz memos

8.  Skadden, Arps, Slate, Meagher & Flom LLP memo

2019 Corporate Governance Symposium Highlights

On March 20, 2019, the 2019 Corporate Governance Symposium took place which focused on “Governance Issues of Critical Importance to Boards and Investors in 2019.”

John L. Weinberg Distinguished Speaker – Indra Nooyi, Former Chairman and Chief Executive Officer, PepsiCo.

The John L. Weinberg Distinguished Speaker, Indra Nooyi, former Chairman and CEO, PepsicCo., was interviewed by Charles Elson, Director of the Weinberg Center. For more information, view the video.

Special Speaker – Robert J. Jackson, Jr., Commissioner, U.S. Securities and Exchange Commission

The Symposium’s Special Speaker, Robert J. Jackson, Jr., Commissioner, U.S. Securities and Exchange Commission, was interviewed by Charles Elson, Director of the Weinberg Center. For more information, view the video.

Panel

A panel, featuring leading experts in corporate governance, focused on governance issues of critical importance to boards and investors in 2019.  For more information, view the video.

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 luncheon speaker was William D. Cohan, a 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   For more information, view the video.

Academic Papers and Additional information

Four academic papers were presented at the Symposium.  The John L. Weinberg Best Paper award was presented to Dan Taylor and Joseph Schroeder for their paper, “Audit Process, Private Information, and Insider Trading.” Not present were co-authors Salman Arif and John Kepler.

Read more about the Symposium, including the participants, materials and the papers that were presented.

The Impact of Federal Reserve Board Sanctions on the Financial Services Industry and What Boards at Financial Services and All Public Companies Need to Know

Tuesday, September 4, 2018, 1:00 PM to 3:00 PM

@Video : 

The Weinberg Center recently hosted a discussion on the impact of Federal Reserve Board sanctions on the financial services industry and what boards at all financial services companies and all public companies need to know. Participating in the discussion were the following;

  • David Wright is Managing Director, Banking and Capital Markets at Deloitte & Touche LLP.
  • Kim Hains is an independent Senior Advisor to Deloitte & Touche LLP. 
  • Myron Steele is a Partner at Potter, Anderson & Corroon and is the former Chief Justice of the Delaware Supreme Court.
  • Charles Elson, Director of the Weinberg Center, moderated the discussion.  Professor Elson is also Edgar S. Woolard, Jr., Chair in Corporate Governance and Professor of Finance at the University of Delaware

Additional Resources

https://regpulseblog.files.wordpress.com/2018/06/frb-board-guidance-corporate-governance-8-15-2017_final.pdf

https://regpulseblog.files.wordpress.com/2018/06/frbexpectations-for-management-and-the-board.pdf

https://regpulseblog.files.wordpress.com/2018/06/frb-new-rating-system-8-15-2017_final.pdf

https://regpulseblog.files.wordpress.com/2018/06/frb-management-expectations-1-2018_final.pdf

https://regpulseblog.com/tag/federal-reserve-board/

https://www2.deloitte.com/us/en/pages/regulatory/articles/banking-regulatory-outlook.html

https://www2.deloitte.com/insights/us/en/industry/banking-securities/bank-enforcement-actions-trends-in-banking-industry.html

Snap Judgment: The Legal and Investment Issues Associated with Non-Voting Stock

Tuesday, April 24, 2018, 9:30 AM to 1:00 PM @Gore Recital Hall, CFA : 

Co-sponsored with Cadwalader, Wickersham & Taft LLP

While dual-class stock has existed at companies for some time, Snap’s issuance of non- voting stock has raised new concerns. The corporate governance and legal implications have been at the forefrontof the investor, regulator and governance conversation for the better part of the past year. Using Snap as a backdrop, we invite you to a roundtable discussion on issues and questions regarding the use of stock with limited or no voting rights, such as: the benefits and risks posed by such shares; the effect on good corporate governance; the effect on capital formation; and whether the courts’ application of the business judgement rule to director conduct in such organizations remains appropriate. These are issues that apply both to companies with non-voting shares and to dual-class stock companies. This roundtable, comprised of experts from all sides of the debate, will discuss these and other related issues.

The confirmed participants are:

  • Donna F. Anderson, Vice President and Head of Global Corporate Governance,   T. Rowe Price
  • James Andrus, Investment Manager, CalPERS Investments, Execution Services & Strategy
  • David J. Berger, Partner, Litigation, Wilson, Sonsini, Goodrich & Rosati
  • Ken Bertsch, Executive Director, Council of Institutional Investors
  • Richard M. Brand, Partner and Co-Chairman of the Corporate Group, Cadwalader, Wickersham & Taft LLP
  • P. Clarkson Collins, Jr., Partner and Chair of the Litigation Practice Group, Morris James LLP
  • Craig K. Ferrere, Former Edgar S. Woolard Fellow in Corporate Governance, John L. Weinberg Center for Corporate Governance
  • George S. Georgiev, Assistant Professor of Law, Emory University School of Law
  • Henry T.C. Hu, Allan Shivers Chair in the Law of Banking and Finance, University of Texas Law School
  • The Honorable Gary F. Traynor, 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

Program Materials

1.  Snap’s Not Looking to Chat with Shareholders” by Charles Elson and Craig Ferrere, Directors & Boards, Fourth Quarter 2017

2. “Unequal Voting and the Business Judgment Rule” by Charles Elson  and Craig Ferrere, Harvard Law School Forum on Corporate Governance and Financial Regulation (April 7, 2018)

3.  T. Rowe Price Proxy Voting Guidelines

4. Henry T. C. Hu and Bernard Black, Equity and Debt Decoupling and Empty Voting II: Importance and Extensions, 156 University of Pennsylvania Law Review 625-739 (2008)

5. “Putting the spotlight on Spotify: Why have stocks with unequal voting rights outperformed?”, Dimitris Melas, Managing Director and Global Head of Core Equity Research, MSCI Blog (April 2018)

6.  CII Dual Class Companies List (as of January 2018)

7.  CII Time-Based Sunset Approaches to Dual-Class Stock (March 27, 2018)

8.  CII Explainer of Academic Literature on Multi-Class Structures and Firm Value (April 11, 2018)

9.  “Are Dual-Class Companies Harmful to Stockholders? A Preliminary Review of the Evidence,” David J. Berger (Wilson Sonsini) and Laurie Simon Hodrick (Stanford law School), , Harvard Law School Forum on Corporate Governance and Financial Regulation (April 15, 2018)

10.   Recommendation of  the SEC’s Investor Advisory Committee Dual Class and Other Entrenching Governance Structures in Public Companies

11.   Speech by SEC Commissioner Robert Jackson, “Perpetual Dual-Class Stock: The Case Against Corporate Royalty” (February 15, 2018)

Related Articles

“The Pros & Cons of the Dual-Class Stock Structure: Twocorporate governance experts battle it out,” Directors & Boards, Augsut 16, 2018

2018 Corporate Governance Symposium

Tuesday, March 6, 2018, 8:15 AM to 4:30 PM @Clayton Hall, University of Delaware : 

Co-sponsored with the Department of Finance, Alfred Lerner College of Business & Economics

The Symposium will begin with the John L. Weinberg Distinguished Speaker:Ed Garden, Chief Investment Officer and Founding Partner, Trian Fund Management L.P.The speaker portion of the program will be from 9:30 am to 10:15 am.  The speaker will be followed by a panel who will focus on the most critical governance issues for boards and investors in 2018. The Symposium will provide attendees with cutting edge governance discussion and debate. 

The Panel participants are:

  • Donna F. Anderson, Vice President and Head of Global Corporate Governance, T. Rowe Price
  • Lydia I. Beebe, Director, Kansas City Southern and Aemetis Inc.
  • Glenn Booraem, Investment Stewardship Officer, Vanguard
  • Margaret (Peggy) Foran, Chief Governance Officer, Senior Vice President and Corporate Secretary, Prudential Financial, Inc.
  • Michael Garland, Assistant Comptroller – Corporate Governance and Responsible Investment, Office of New York City Comptroller
  • David A. Katz, Partner, Wachtell, Lipton, Rosen & Katz
  • Patrick S. McGurn, Special Counsel and Head of Strategic Research and Analysis, Institutional Shareholder Services, Inc.
  • Eric Shostal, Vice President, Investment Stewardship, BlackRock
  • Myron T. Steele, Partner, Potter Anderson & Corroon, LLP; and former Chief Justice, Delaware Supreme Court
  • Carol J. Ward, Vice President and Corporate Secretary, Mondelēz International Inc.

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

The Symposium will continue with a lunch and a luncheon speaker – a conversation with The Honorable Karen L. Valihura, Justice, Delaware Supreme Court, interviewed by Margaret (Peggy) Foran, Chief Governance Officer, Senior Vice President and Corporate Secretary, Prudential Financial, Inc.

This will be followed by the presentation of two academic papers on topics that are of critical importance to boards and institutional investors today.  The academic papers being presented are:

For other mentions of this paper, see:

Discussant:Laura Field, Chairperson, Department of Finance, Donald J. Puglisi Professor of Finance, Alfred Lerner College of Business an Economics, University of Delaware

Discussant:  Albert Choi, Albert C. BeVier Research Professor of Law, University of Virginia, School of Law

For other mentions of this paper, see:

To register, click HERE

Copy of the Call for Papers

2018 Symposium Agenda (subject to change)

Materials

1.  BlackRock

2. T.Rowe Price Engagement Policy3.  Vanguard

4.  New York City Comptroller

5.  Prudential Financial, Inc.

6.  Wachtell, Lipton, Rosen & Katz memos