8:30AM - 9:30AM
Registration and Continental Breakfast
9:30AM - 10:00AM
- Marcel Bucsescu, Executive Director, Millstein Center, Columbia Law School
- Ira M. Millstein, Senior Partner, Weil, Gotshal & Manges LLP; Founding Chair, Millstein Center, Columbia Law School
- William E. McCracken, Director, MDU Resources Group, Inc.; Former Chairman & CEO, CA Technologies; Chair, Millstein Center, Columbia Law School
10:00AM - 10:30AM
SESSION I: The CROWN Database - Learning About the Array
For the past 18 months, the Millstein Center has undertaken an ambitious project to collect and present governance data on institutional investors and corporations. This will be the first public showing of the CROWN database and website project.
Robert J. Jackson, Jr., Professor of Law and Faculty Co-Director, Millstein Center, Columbia Law School
10:30AM - 10:50AM
10:50AM - 11:00AM
IDEAS WORTH CONSIDERING: Shareholder Activism: the Triumph of Delaware’s Board-Centered Model and the New Role for the Board of Directors
Professor Gordon will present his argument for the success of Delaware’s board-centric model of corporate governance, the challenge of shareholder activism to the current governance model, and how boards might evolve in light of the current environment.
Jeffrey N. Gordon, Richard Paul Richman Professor of Law, Co-Director, Richman Center for Business, Law & Public Policy, and Faculty Co-Director, Millstein Center, Columbia Law School
11:00AM - 12:15PM
SESSION II: Revitalizing the Board-Centric Model of Corporate Governance
Since the founding of the modern corporation, boards of directors have been tasked with managing or overseeing management of the business and affairs of the corporation. In recent years, observers have commented on the power shift away from boards and towards shareholders. The panel will explore whether this is, in fact, the case; whether the center of responsibility should move back towards the board; and, if so, what changes may be needed to facilitate the board-centric model in the current environment.
- Ed Garden, Chief Investment Officer and Founding Partner, Trian Fund Management, L.P.; Director, Pentair plc, The Wendy’s Company, The Bank of New York Mellon Corporation
- Peter R. Gleason, President, National Association of Corporate Directors
- Jeffrey N. Gordon
- Theresa J. Whitmarsh, Executive Director, Washington State Investment Board; Advisory Board Member, Millstein Center, Columbia Law School
Moderator: Ronald J. Gilson, Marc and Eva Stern Professor of Law and Business, Columbia Law School
12:15PM - 12:30PM
Rising Stars of Corporate Governance Awards Presentation
Presented by Ira M. Millstein
12:30PM - 1:30PM
1:30PM - 2:00PM
SESSION III: Governance Leading the Market
As Comptroller of the City of New York, Scott Stringer has become one of the most high-profile actors in the corporate governance arena. From leadership on proxy access to his recent observation that "boards have become quick on the trigger to grant seats to activist investors just to avoid a proxy fight," a trend he called "disturbing," Mr. Stringer has made clear that long-term shareholder value is his focus. In his remarks, Mr. Stringer will share his perspective on how companies should make sense of the desires and demands from the array of shareholders and where he sees corporate governance evolving to in this dynamic environment.
Honorable Scott M. Stringer, Comptroller, City of New York
Moderator: Ira M. Millstein
Introduced by Cynthia M. Fornelli, Executive Director, Center for Audit Quality
2:00PM - 3:00PM
SESSION IV-A: Is it time to Rethink the ALI Principles of Corporate Governance 2.01 and the Objective of the Corporation?
Traditionally, corporate law has specified only that directors should act “in the best interests of the corporation.” The American Law Institute’s Principles of Corporate Governance sought to be more specific, and its Section 2.01 (“The objective and conduct of the corporation”) introduced the idea that the “objective” should be to “enhance” “corporate profit and shareholder gain,” but subject to a duty to obey the law and certain moral obligations. Today, this compromise no longer satisfies everyone, but different critics wish to move in different directions. The focus of this panel will be on what the appropriate standard should be.
Moderator: John C. Coffee, Jr., Adolf A. Berle Professor of Law, Columbia Law School
3:00PM - 3:30PM
IRRCi Awards Presentation
Presented by Jon Lukomnik, Executive Director, IRRC Institute
3:30PM - 3:40PM
3:40PM - 4:40PM
SESSION IV-B: The Role of the Markets and the Media
Do media perceptions drive markets or vice versa? If boards take a more active and vocal ownership of the company’s strategy, will the media response be favorable? How will markets respond to public engagement by the board?
Moderator: Eric L. Talley, Isidor and Seville Sulzbacher Professor of Law, Columbia Law School
4:40PM - 4:50PM
IDEAS WORTH CONSIDERING: Loyalty Shares – Rewarding Long Term Investors
Professor Bolton will present his research on the case for a market solution to encouraging long-term investment through the use of loyalty shares.
Patrick Bolton, Barbara and David Zalaznick Professor of Business, Columbia Business School
4:50PM - 5:30PM
SESSION V: The Array of Shareholders
As one of the world's largest investment companies, with more than $3 trillion in global assets, Vanguard has a unique vantage point on markets and the investor community. Vanguard’s CEO, Bill McNabb, will share his view of how the investment world is evolving, the impact it is having on the public companies in which they invest, and how investors and others think about their role in the capital markets.
F. William McNabb III, Chairman and Chief Executive Officer, Vanguard
5:30PM - 5:40PM
- Deborah L. DeHaas, National Managing Partner, Center for Corporate Governance, and Chief Inclusion Officer, Deloitte LLP; Advisory Board Member, Millstein Center, Columbia Law School
- Ira M. Millstein
5:40PM - 7:00PM