Shareholder Engagement:
What is 'Appropriate'?

European Corporate Governance Institute
Thursday, 15th December 2011
Securities and Exchange Commission
Washington DC

The Polish Presidency of the Council of the European Union
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 Poland holding the Presidency of the Council of the European Union, the organisers are most grateful for the support of the Polish Embassy in Washington and for the sponsorship of the 2011 conference by PricewaterhouseCoopers (PwC).
PricewaterhouseCoopers (PwC)
Programme | Presentations | Video recording | Continuing Legal Education | List of attendees | Background to the Dialogue
Programme
Some sessions (see below) qualify for Continuing Legal Education credits. Click here or menu item above for further details
Is there too much short-term activism and too little long-term shareholder engagement? In April this year, the European Commission published a Green (consultation) Paper on corporate governance. From a U.S. perspective, this paper raises concerns about shareholder participation that can be seen to contradict each other. On the one hand, institutional investors are not sufficiently engaged with the governance of their portfolio companies - a problem known as 'passivity'. On the other hand, activist investors, largely but not exclusively hedge funds, vigorously engage with the company concerning its performance, including by running proxy contests. Then the problem is said to be 'activism'. Both issues are raised in the SEC's current examination of the rules that influence shareholder participation in governance. In the following sessions, we will address both themes. Is there too much "inappropriate" short-term activism? Does activism lead to "short-termism" with managers forgoing valuable long-term projects? Is there too little long-term engagement? Does the absence of activism reinforce hyperopic managerial behaviour? Are there barriers to institutional investors' engagement, and is there a case for making it more difficult for activist shareholders to engage, say by revising the disclosure rules effectively to restrict how much stock an activist shareholder can acquire?

9.00-9.30am Registration and continental breakfast
9.30-9.45am 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
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
  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
Professor Jeffrey Gordon
Richard Paul Richman Professor of Law & Co-Director, Center for Law and Economic Studies
Columbia Law School and ECGI Fellow
Professor Jeffrey Gordon, Richard Paul Richman Professor of Law, Columbia Law School

Session 1 - Keynote speech
*NYS CLE: 0.5 credit hours, Areas of Professional Practice

9.45-10.20am Keynote speaker
Mary Schapiro
Chairman, U.S. Securities and Exchange Commission
Introduced and Q&A moderated by Professor Ronald Gilson
Mary Schapiro, Chairman, Securities and Exchange Commission
10.20-10.50am Coffee

Session 2 - Policy implications
*NYS CLE: 0.5 credit hours, Areas of Professional Practice

10.50-12.10pm Moderator
Chrystia Freeland, Global Editor-at-Large, Reuters
  Chrystia Freeland
Global Editor-at-Large
Reuters
  Panel
  Bill Ackman
Founder and CEO
Pershing Square Capital Management
Bill Ackman, Founder and CEO, Pershing Square Capital Management
  Mats Andersson
Chief Executive Officer
The Fourth Swedish National Pension Fund (AP4)
Mats Andersson, Chief Executive Officer, The Fourth Swedish National Pension Fund (AP4)
  Martin Lipton
Founding Partner
Wachtell, Lipton, Rosen and Katz
Martin Lipton, Founding Partner, Wachtell, Lipton, Rosen and Katz
 

Runa Urheim
Senior Analyst Corporate Governance
Norges Bank Investment Management

Runa Urheim, Senior Analyst Corporate Governance, Norges Bank Investment Management

Session 3 - Keynote speech

12.10-12.45pm
Keynote speaker
Nadia Calvino
Deputy Director General, DG Internal Market and Services, European Commission
Introduced and Q&A moderated by Professor Marco Becht
Nadia Calvino, Deputy Director General, DG Internal Market and Services, European Commission
12.45pm Lunch (Lunch will not be provided)

Session 4 - Hedge Fund Activism and 'Patient Capital'
*NYS CLE: 1.5 credit hours, Areas of Professional Practice

2.00-3.15pm Moderator Barbara Blackford, Senior Advisor, The Conference Board Governance Center
Barbara Blackford
Senior Advisor
The Conference Board Governance Center
Briefings
Unfulfilled Expectations? The Returns to International Shareholder Activism
Professor Julian Franks
Professor of Finance
London Business School and ECGI Fellow
Professor Julian Franks, Professor of Finance, London Business School and ECGI Fellow
  Brandon Rees
Deputy Director, Office of Investment
AFL-CIO
Brandon Rees, Deputy Director, Office of Investment, AFL-CIO
3.15-3.45pm Coffee

Session 5 - Barriers to Institutional Investor Engagement
*NYS CLE: 1.5 credit hours, Areas of Professional Practice

3.45-5.00pm Moderator
Professor Katharina Pistor, Michael I. Sovern Professor of Law, Columbia Law School and ECGI Research Associate
  Professor Katharina Pistor
Michael I. Sovern Professor of Law
Columbia Law School and ECGI Research Associate
  Panel
Professor Horst Eidenmüller, Chair of Private Law, German, European and International Company Law, University of Munich and ECGI Research Associate
  Professor Horst Eidenmüller
Chair of Private Law, German, European and International Company Law
University of Munich and ECGI Research Associate
  Professor Edward Rock
Saul A. Fox Distinguished Professor of Business Law, Co-Director, Institute for Law & Economics, University of Pennsylvania Law School
Professor Edward Rock, Saul A. Fox Distinguished Professor of Business Law, Co-Director, Institute for Law & Economics, University of Pennsylvania Law School
  Professor Luigi Zingales
Robert C. McCormack Professor Entrepreneurship & Finance
University of Chicago Graduate School of Business and ECGI Fellow
Professor Luigi Zingales, Robert C. McCormack Professor Entrepreneurship & Finance, University of Chicago Graduate School of Business and ECGI Fellow

Session 6 – Summing up, Assessment and the Way Ahead
*NYS CLE: 0.5 credit hours, Areas of Professional Practice

5.00-5.30pm 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

Eric Pan
Associate Director, Office of International Affairs
U.S. Securities and Exchange Commission

Eric Pan, Associate Director of the Office of International Affairs, United States Securities and Exchange Commission
Eric Ducoulombier
Acting Head, Company Law, Corporate Governance and Financial crime Unit
DG Internal Market and Services, European Commission
Eric Ducoulombier, Acting Head, Company Law, Corporate Governance and Financial crime Unit, DG Internal Market and Services, European Commission
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
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