Corporate Governance New York 2019

Jun. 06, 2019
8:00 am - 6:00 pm

About This Event

As we enter a new age of shareholder activism, the dynamic between influential shareholders, corporate boards and institutional investors continues to evolve. Shareholders seek shorter-term returns and tighter spending from corporates, but also demand innovation, which oftentimes comes at a cost. Companies are faced with balancing short-termism with long-term returns and must be mindful of potential activist investors seeking to exert their influence in the boardroom.

Join The Deal and host Jim Cramer at an exclusive gathering of corporate executives, board members and fund managers to explore the evolving relationship between companies, activists, institutional investors and shareholders and examine what’s really going on in the boardroom.

PRE-CONFERENCE CORPORATE LEADER DINNER:
This private, intimate dinner facilitates networking and discussion between board directors and C-suite executives and the firms that serve them. Qualified registrants will be contacted about dinner attendance.

Speakers

James J. Cramer
Host, “Mad Money with Jim Cramer” & Co-Anchor, "Squawk on The Street”, CNBC; Founder, TheStreet, Inc.

James J. Cramer is the host of “Mad Money with Jim Cramer”, Co-Anchor of “Squawk on The Street” at CNBC and founder of TheStreet, Inc.

Read Bio
Scott Barshay
Partner, Paul, Weiss
Barbara Berlin
Director, Governance Insights Center, PwC
Ken Bertsch
Executive Director, Council of Institutional Investors
Debra Cafaro
Chairman and Chief Executive Officer, Ventas, Inc.
James Copland
Senior Fellow Director, Legal Policy, Manhattan Institute
Tanuja Dehne
Independent Director, Granite Point Mortgage Trust Inc. and Advanced Disposal Services
Jonathan Duskin
Chief Executive Officer, Macellum Capital Management
Michelle Edkins
Global Head, Investment Stewardship Team, BlackRock
Charles Elson
Chair of Corporate Governance, University of Delaware
Peter Feld
Managing Member, Portfolio Manager, Head of Research, Starboard Value
Michael Flaherty
Senior Vice President, Gladstone Place Partners
Peggy Foran
Chief Governance Officer, SVP and Corporate Secretary, Prudential Financial, Inc.
Kal Goldberg
Partner, Finsbury
Bruce Goldfarb
President and CEO, Okapi Partners
Rick Hansen
Corporate Secretary, Assistant General Counsel, General Motors Company
Laurie Hays
Managing Director, Special Situations/Financial Communications, Edelman
Richard Hill
Interim CEO and President, Symantec Corporation
Sheila Hooda
Board of Directors, Mutual of Omaha and Virtus Investment Partners
Jared Landaw
Chief Operating Officer and General Counsel, Barington Capital Group, L.P.
Paula Loop
Leader, Governance Insights Center, PwC
Jeffrey Marell
Partner, Paul,Weiss
Keith Meister
Chief Investment Officer, Corvex Management
Charles Penner
Partner, JANA Partners
Veena Ramani
Senior Program Director, Capital Market Systems, Ceres
Jim Rossman
Managing Director, Head of Shareholder Advisory, Lazard
Dan Schulman
President and CEO, PayPal
Josh Silverman
Chief Executive Officer, Etsy
Sally Smith
Retired, CEO Buffalo Wild Wings; Director, Hormel Foods, and Digi International
Sarah Teslik
Partner, Joele Frank
Ted White
Co-Founder, Managing Director, Legion Partners Asset Management
Steven Williams
Partner, Paul, Weiss

Agenda

8:15am – 8:45am
Registration and Networking Breakfast
8:45am – 8:50am
Opening Remarks
8:50am – 9:20am
Opening Keynote Interview

James J. Cramer, Host, “Mad Money with Jim Cramer” & Co-Anchor, ‘Squawk on The Street”, CNBC; Founder, TheStreet, Inc. interviews Debra Cafaro, Chairman and Chief Executive Officer, Ventas, Inc.

9:20am – 10:10am
The New Age of Activism and The Evolving Role of Institutional Investors

Public companies are acutely aware of their public shareholder bases and can often spot activists amassing massive chunks of stock well before an insurgent comes knocking. What if an activist makes a hostile bid itself, or looks to break up an already agreed upon deal? More than ever we are seeing activists and institutional investors trying new tactics to increase the value of their assets. What happens when an activist, possibly with board representation, teams up with a private equity firm to try and buy a company? What are the newest and most creative tactic activists are using to influence change? What are the key considerations to think about in standstill agreements?

Panelist: Bruce Goldfarb, President and CEO, Okapi Partners

Panelist: Jeffrey Marell, Partner, Paul,Weiss

Panelist: Keith Meister, Chief Investment Officer, Corvex Management

Panelist: Sarah Teslik, Partner, Joele Frank

10:10am – 10:30am
Networking Break
10:30am – 11:00am
Keynote Interview

James J. Cramer, Host, “Mad Money with Jim Cramer” & Co-Anchor, “Squawk on The Street”, CNBC interviews Peter Feld, Managing Member, Portfolio Manager, Head of Research, Starboard Value.

11:00am – 11:50am
Is Your Board Ready for the Rise in ESG and Responsible Investing Strategies?

More and more shareholders are seeking a say in the way corporations, approach environmental, social and governance issues. These issues, known as ESG, are often topics that an activist will latch on to as a driving force in their campaigns. How are activists using ESG issues to drive more diverse boards and better corporate oversight? What can company boards do to make sure their ESG policies are up to date and in-line with their most current shareholders’ and customers’ needs?

Moderator: Barbara Berlin, Director, Governance Insights Center, PwC

Panelist: Charles Penner, Partner, JANA Partners

Panelist: Kal Goldberg, Partner, Finsbury

Panelist: Rick Hansen, Corporate Secretary, Assistant General Counsel, General Motors Company

Panelist: Veena Ramani, Senior Program Director, Capital Market Systems, Ceres

11:50am – 12:20pm
Keynote Interview

Jim Cramer interviews Scott Barshay, Partner, Paul, Weiss.

12:20pm – 1:30pm
Luncheon & Keynote Interview with Sally Smith

Jim Cramer interviews Sally Smith, Retired, CEO Buffalo Wild Wings; Director, Hormel Foods, and Digi International. Sally Smith sat as the CEO of Buffalo Wild Wings for 21 years, and built the restaurant chain into a sports-bar powerhouse, overseeing a ten-fold increase in the company’s stock since the they went public in 2003. Ms. Smith retired from the company after an activist hedge fund won a bitter proxy contest that put three of its directors on the restaurant’s board. In this interview, hear Ms. Smith discuss her experience of being targeted by an activist investor, and the lessons she learned from the process.

1:30pm – 2:20pm
Keeping Pace with Governance Challenges in the Boardroom

Many companies are going through some type of transformational change, whether it is digital, workforce or business strategy. Shareholders continue to demand innovation, which often times comes at a cost. There are concerns as to whether innovation is happening fast enough, the company can win the war on talent, and the right culture is in place. Adding to these challenges, large index funds are exerting influence and adding topics to the corporate governance agenda. This panel will look at the latest trends and hot topics hitting the boardroom.

Moderator: Paula Loop, Leader, Governance Insights Center, PwC

Panelist: Michelle Edkins, Global Head, BlackRock’s Investment Stewardship Team, Blackrock

Panelist: Laurie Hays, Managing Director, Special Situations/Financial Communications, Edelman

Panelist: David Henshall, CEO, Citrix

Panelist: Sheila Hooda, Board of Directors, Mutual of Omaha and Virtus Investment Partners

Panelist: Jared Landaw, General Counsel, Barington Capital

2:20pm – 3:10pm
Regulatory Update: The Battle Over New Rules for Activism

Expect to see new controversial regulations and restrictions emerging soon from the Securities and Exchange Commission for proxy advisers and shareholder proposals, that could reshape the world of activist investing. In addition, a consensus appears to be forming at the nation’s securities regulator on “universal proxy cards,” which, if approved, would have a wide-ranging impact on director-election proxy fights. This panel will explore the changing rules of the road, as well as proxy advisory conflicts and the extent to which institutional investors are “robo-voting” instead of making decisions on their own.

Panelist: James Copland, Senior Fellow Director, Legal Policy, Manhattan Institute

Panelist: Steven Williams, Partner, Paul, Weiss

3:10pm – 3:30pm
Networking Break
3:30pm – 4:00pm
Keynote Interview

Jim Cramer interviews Commissioner Robert J. Jackson Jr., U.S. Securities and Exchange Commission.

4:00pm – 4:50pm
New Age Defense: To Settle or Not to Settle

Is it worth taking the fight to shareholders or are you better settling with an activist and working together behind closed doors? Should boards refresh themselves when faced with an activist or stand pat and fight their position? What’s the difference between bringing in an activist-backed outside candidate vs. an activist portfolio manager? This panel will examine what a board has to consider before settling with activist shareholders. Can you win a battle if taken to shareholders on a proxy?

Panelist: Tanuja Dehne, Independent Director, Granite Point Mortgage Trust Inc. and Advanced Disposal Services

Panelist: Steven Lipin, Chairman and Chief Executive Officer, Gladstone Place Partners

Panelist: Ted White, Co-Founder, Managing Director, Legion Partners Asset Management

4:50pm – 5:20pm
Closing Keynote Interview

Jim Cramer interviews Dan Schulman, President and CEO, PayPal.

5:20pm – 5:30pm
Closing Remarks
5:30pm – 6:30pm
Cocktail Reception

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