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SEC-NYU Dialogue on Securities Markets

Nov. 28, 2017

Topic: Shareholder Engagement

January 19, 2018

Hosted jointly by the SEC and NYU’s Salomon Center for the Study of Financial Institutions

The Division of Economic and Risk Analysis (DERA) of the U.S. Securities and Exchange Commission and New York University’s Salomon Center are organizing a half-day dialogue on shareholder engagement.  In light of the significant changes in the governance of public companies that have occurred over the years, this Dialogue will explore the shifting roles and influence of institutional and activist investors during this period.  Topics will include effects from the expanding footprint of passive investment funds, the increasing concentration of ownership by large institutional investors, the role of proxy advisory services, changes in the way investors and public companies engage with each other, and practices of active investing.

The Dialogue is intended to bring together practitioners, stakeholders, regulators, and academics to learn, engage, and discuss the current state of shareholder engagement with public companies and exchange ideas on issues related to the efficacy of corporate governance.

Event Video

The Dialogue will be held on January 19, 2018 at New York University’s Salomon Center for the Study of Financial Institutions and will be open to the public. Webcasting will also be available. The preliminary program will include:

8:30am      Coffee service

9:10am      Introduction – Elizabeth Morrison, Vice Dean of Faculty, NYU Stern School of
                   Business

9:15am      Opening remarks – Jay Clayton, Chairman, SEC

9:30am      Session 1: Perspectives on Shareholder Engagement

        Moderator: William H. Hinman, Division of Corporation Finance, SEC

  • Martin Lipton, Wachtell, Lipton, Rosen & Katz
  • Nelson Peltz, Trian Fund Management, L.P.

 A dialogue between two leaders in the global corporate governance arena on their views about the current state of shareholder engagement, its effects on management and shareholders, and the optimal relationship between public companies and activist investors.

10:30am     Break

10:45am     Session 2: Academic Evidence on Shareholder Engagement

       Moderator: Edward Rock, New York University School of Law 

  • Jeffrey N. Gordon, Columbia Law School
  • Nadya Malenko, Boston College, Carroll School of Management
  • Martin C. Schmalz, University of Michigan, Stephen M. Ross School of Business

Review of the evolving state of shareholder engagement from an academic perspective and a discussion of the potential economic causes and consequences of current practices

11:45am      Break

12:00pm     Session 3: The Evolving Role of Investors in Shareholder Engagement  

        Moderators: Michele M. Anderson and Ted Yu, Division of Corporation Finance, SEC

  • Cristiano Guerra, Institutional Shareholder Services (ISS)
  • Matthew J. Mallow, BlackRock, Inc.
  • Aeisha Mastagni, California State Teachers’ Retirement System (CalSTRS)
  • Darla C. Stuckey, Society of Corporate Governance

A discussion among representatives from institutional investors, public companies, and proxy advisory firms about the shareholder engagement process, including the methods of engagement, the evolution of key stakeholders’ roles, including the role of retail investors, and the future of the relationship between companies and their shareholders.

1:00pm       Concluding remarks

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