TCGD2011

Shareholder Engagement:
What is 'Appropriate'?

Thursday, 15th December 2011
Securities and Exchange Commission
Washington DC

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).

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
	Welcome
	Professor Marco Becht Professor of Finance and Economics, Université Libre de Bruxelles ECGI Executive Director and ECGI Fellow
	Professor Jeffrey Gordon Richard Paul Richman Professor of Law & Co-Director, Center for Law and Economic Studies Columbia Law School and ECGI Fellow
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
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
	Panel
	Bill Ackman Founder and CEO Pershing Square Capital Management
	Mats Andersson Chief Executive Officer The Fourth Swedish National Pension Fund (AP4)
	Martin Lipton Founding Partner Wachtell, Lipton, Rosen and Katz
	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
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
	Briefings
	*Unfulfilled Expectations? The Returns to International Shareholder Activism* Professor Julian Franks Professor of Finance London Business School and ECGI Fellow

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