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Symposium--October 7, 2005 Reassessing Director Elections

Session 1: Alternatives to Plurality Voting
The session explored alternative voting systems to plurality voting for the election of directors.

Video: "Welcome by Dean Koh and Alternatives to Plurality Voting"

Robert Todd Lang '47 (Moderator), Partner, Weil, Gotshal & Manges LLP

Margaret M. Foran, Sr. Vice President-Corporate Governance, Associate General Counsel and Corporate Secretary, Pfizer Inc.

Alan Gerber, Professor of Political Science, Yale University

Jeffrey N. Gordon, Alfred W. Bressler Professor of Law, Columbia University School of Law

John C. Wilcox, Senior Vice President and Head of Corporate Governance, TIAA-CREF

Readings:

S1-1 "Committee on Corporate Laws Discussion Paper ("Discussion Paper") on Voting by Shareholders for the Election of Directors"

S1-2 "ABA Task Force Comment Letter on the Discussion Paper"

S1-3 "AFLCIO Comment Letter on the Discussion Paper"

S1-4 "ISS Comment Letter on the Discussion Paper"

S1-5 "Society of Corporate Secretaries & Governance Professionals Comment Letter on the Discussion Paper"

S1-6 Gordon,"Institutions as Relational Investors"

Session 2: Institutional Perspectives on Elections
The session examined the role of institutions in, and their concerns regarding, the election process.

Video: "Institutional Perspectives"

Charles M. Nathan '65 (Moderator), Partner, Latham & Watkins LLP

Stephen Deane, Vice President and Director of the Institute for Corporate Governance, Institutional Shareholder Services

Harvey J. Goldschmid, Dwight Professor of Law, Columbia University School of Law

Joseph A. Grundfest, William A. Franke Professor of Law and Business, Stanford Law School

Eric D. Roiter, Sr. Vice President and General Counsel, Fidelity Management & Research Company

Damon A. Silvers, Associate General Counsel, AFL-CIO

Readings:

S2-1 "Statement of Issues"

S2-2 "Grundfest,"Just Vote No: A Minimalist Strategy for Dealing with Barbarians Inside the Gates"

S2-3 Grundfest, "Advice and Consent: An Alternative Mechanism for Shareholder Participation in the Nomination and Election of Corporate Directors"

Session 3: Comparative Perspective
The session introduced a comparative perspective on director elections, with a focus on director elections abroad.

Video: "Comparative Perspective"

Roberta Romano '80 (Moderator), Oscar M. Ruebhausen Professor of Law, Yale Law School

Guido Ferrarini '78 LLM, Professor of Business Law, University of Genoa

Laurence P. Hazell, Director of Governance Services, Standard & Poor's

Reinier H. Kraakman '79, Ezra Ripley Thayer Professor of Law, Harvard Law School

J. Mark Ramsayer, Mitsubishi Professor of Japanese Legal Studies, Harvard Law School

Readings:

S3-1A Chiappetta, Ferrarini, Hertig, "Board of Elections in Europe: Trans-Atlantic and Internal Market Perspectives"

S3-1B Chiappetta, Ferrarini, Hertig, PowerPoint Presentation: "Board Elections in Europe: Trans-Atlantic and Internal Market Perspectives"- Final

S3-2 Miwa, Ramsayer, "Who Appoints Them, What Do They Do? Evidence on Outside Directors from Japan"

S3-3 Hazell, "An Outline of Governance Analysis: Standard & Poor's Ratings Services"

S3-3A Hazell, Commentary Report, "Good Faith, Poor Practices: The Disney Ruling From a Credit Perspective"

S3-3B Hazell, "Volkswagen Scandal Spotlights Wider Corporate Governance Issues"

S3-3C Hazell, "Corporate Governance Score: Telecom Italia SpA"

S3-4 Hansmann, Kraakman, "The Basic Governance Structure"

Session 4: Federalism and Elections
The session considered the potentially problematic interplay between SEC procedural initiatives on shareholder voting and substantive state law, whether policy coordination is desirable, or even possible, and, if so, what form such policy coordination might take.

Video: "Federalism and Elections"

E. Norman Veasey (Moderator), Partner, Weil, Gotshal & Manges LLP

Lucian A. Bebchuk, William J. Friedman and Alicia Townsend Friedman Professor of Law, Economics and Finance, Harvard Law School

Alan Beller, Director, Division of Corporation Finance and Senior Advisor to the SEC Chairman, U.S. Securities and Exchange Commission

Jonathan R. Macey '82, Sam Harris Professor of Corporate Law, Corporate Finance, and Securities Law, Yale Law School

The Honorable Ralph K. Winter '60, Senior Judge, U.S. Court of Appeals, 2nd Circuit

Readings:

S4-1 Veasey, Pompian, Di Guglielmo "Federalism vs. Federalization: Preserving the Division of Responsibility in Corporation Law"

S4-2 Bebchuk, "The Case for Increasing Shareholder Power"

S4-3 Bebchuk, "The Business Roundtable's Untenable Case Against Shareholder Access"

S4-4 Macey, "Federal Deference to Local Regulators and the Economic Theory of Regulation"