American Law Institute

Controlling shareholders and corporate governance
Better monitors or more self-dealing?

27th June 2006
Charlemagne Building, Brussels

European Corporate Governance Institute

A free all-day conference co-sponsored by the American Law Institute and the European Corporate Governance Institute
Programme
Controlling shareholders have the potential to monitor managers better than do independent directors and the capital market. However, this response to the Berle-Means problem presents a different agency cost: the potential that the controlling shareholders will extract private benefits of control. Corporate governance rules and practices in the U.S. and in EU member states make it more or less difficult to accumulate a controlling position and are more or less rigorous in their policing of private benefits of control. This meeting will examine the difference in regulatory strategy both across the Atlantic and within the EU.

8.00-8.30 Registration and coffee
8.30-9.00 Welcome
Alexander Schaub
Director General, European Commission, DG Internal Market
 
 

Antonio Borges
Chairman, European Corporate Governance Institute, Vice-Chairman, Goldman Sachs International
Lance Liebman
Director of the American Law Institute, William S. Beinecke Professor of Law at Columbia University

 

Session 1 – The Economics of Large Shareholders and Regulation
This session focuses on the theoretical and available empirical evidence concerning the efficiency of controlling shareholder structures, and the different regulatory structures that bear on the availability and form of a controlling shareholder structure.

09.00-10.30

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

Briefings
Patrick Bolton
David Zalaznick Professor of Business, Columbia Business School, ECGI Fellow

Panel
Julian Franks
Professor of Finance, London Business School, ECGI Fellow
Ernst Maug
Professor for Corporate Finance, Mannheim Business School
David Reeb
Associate Professor Finance, The Fox School of Business and Management, Temple University

 
10.30-11.00 Coffee

Session 2 – Keynote speech
11.00-12.00 Keynote speaker
Charlie McCreevy

European Commissioner for Internal Market and Services
Q&A
12.00-13.30 lunch (provided at no cost to delegates)

Session 3– Comparative Regulation
This session focuses on the different legal regimes in the U.S. and within the EU that operate to limit and manage conflicts of interests between controlling shareholders, non-controlling shareholders and other corporate constituencies.

13.30-15.00

Moderator
Ron Gilson
Meyers Professor of Law and Business, Stanford Law School, Stern Professor of Law and Business, Columbia Law School, ALI member and Co-Reporter, ECGI Fellow

Briefings
on how it works in the U.S:
William Allen
Nusbaum Professor of Law and Business, Director, Center for Law and Business Director, New York University

on how it works in the EU:
Luca Enriques
Professor of Business Law , University of Bologna

Panel
Theodor Baums
Director of the Institute for Banking Law, Johann Wolfgang Goethe Universität, ECGI Fellow
Brian Cheffins
S J Berwin Professor of Corporate Law, Faculty of Law, Cambridge University, ECGI Fellow
Stephen Fraidin
Partner, Kirkland & Ellis LLP

 

Session 4 – Keynote speech
15.00-16.00 Keynote speaker
Cynthia A Glassman

SEC Commissioner
Q&A
16.00-16.30 Coffee

Session 5 – Oxford Union-style debate
16.30-18.00 Motion: “This House believes it is acceptable to vest different classes of shares with different voting rights“
 

Proposing the motion:
Jacob Wallenberg
Chairman of the Board of Investor AB
Franklin Allen
Nippon Life Professor of Finance and Economics, The Wharton School, University of Pennsylvania, ECGI Fellow

Opposing the motion:
Roderick Munsters
Chief Investment Officer, ABP Investments
Peter Montagnon
Director of Investment Affairs, Association of British Insurers

Laura Poots

past President of the Oxford Union in the chair

 

Session 6 – Summing up
18.00-18.15 Ron Gilson
Meyers Professor of Law and Business, Stanford Law School, Stern Professor of Law and Business, Columbia Law School, ALI member and Co-Reporter, ECGI Fellow
Marco Becht
Professor of Finance and Economics, Université Libre de Bruxelles, ECGI Executive Director
 

18.15-19.15 Post-conference reception
Venue: Charlemagne Building

The ECGI is grateful for support for the 2006 Conference from
Telecom Italia
The European Commission
Goldman Sachs International