2:00-2:15pm

Welcome & Overview for General Conference

2:15-3:45pm

Panel 1: The Doctrine, in Perspective

This panel will reflect on the generation of corporate lawmaking since Van Gorkom, Unocal, Revlon and Moran and ask the baseline question: how are these foundational cases keeping up?  And in an exercise in corporate law futurology, the panel will look to the next generation to ask where the doctrine is headed.   The panel will also reflect on the sources of corporate law – the DGCL, common-law law making through fiduciary duty litigation, and the limited license for judicial rulemaking – evaluating the efficacy of each, and the most promising vehicles for continuing doctrinal innovation.

Moderator:  Steven Davidoff Solomon (UC Berkeley School of Law)

Panelists:

• Chief Justice Strine (Delaware Supreme Court)
• Theodore N. Mirvis (Wachtell Lipton Rosen & Katz)
• Elena Norman (Young Conway Stargatt & Taylor)
• Hillary Sale (Washington University)
• Randy Baron (Robbins Geller Rudman & Dowd)

3:45-4:00pm

Break

4:00-5:30pm

Panel 2: Anatomy of a Control Contest, c. 2016

This moderated roundtable will bring together the perspectives that typically play a leading role in increasingly frequent and challenging contests for corporate control. 

Moderator: David Katz (Wachtell Lipton Rosen & Katz)

Panelists:

• Alison Ressler (Sullivan & Cromwell)
• Dan Burch (MacKenzie)
• Greg Weinberger (Credit Suisse)
• Martha Carter (Teneo – PR/governance perspective)
• Jill Fisch (University of Pennsylvania)
• Jody Foldesy (The Boston Consulting Group)
• William Lafferty (Morris Nichols Arsht & Tunnell)
• Michael de la Merced (New York Times)

5:30pm

Cocktail Reception (Memorial Stadium, University Club)

8:30am

Breakfast

9:00-10;30am

Panel 3: Stockholders, Stakeholders & Directors

This panel will evaluate the constituent parts of the corporate contract and consider the evolving allocation of power between and among directors, stockholders and other stakeholders.  The panel will thus address the advent of activist investors and where the activist trend is headed; the growing role of institutional stockholders, and the consequences – intended and unintended – in the rebalancing of authority among the stakeholders in the corporate form.

Moderator:  William Savitt (Wachtell Lipton Rosen & Katz)

Panelists:

• Chancellor Bouchard (Delaware Court of Chancery)
• Allison Bennington (ValueAct Capital)
• Lena Goldberg (Harvard Business School/Fidelity)
• Jonathan Grabel (New Mexico PERA)
• John Coates (Harvard Law School)

10:30-10:45am

Break

10:45am-12:15pm

Panel 4: East Coast, West Coast, All Around the World: Competing Corporate Governance Models in the 21st Century

This panel will examine competing corporate governance arrangements and the legal and business questions to which they give rise. Start-up and technology companies have frequently implemented dual- or multi-class voting structures to allow corporate founders to retain control while at the same time tapping public markets.  Some European governance models include non-equity stakeholders into the corporate power structure, and feature rules to limit the ability of large stockholders to achieve negative or creeping control.   Panelists will consider the legal implications of competing models and the tactical choices that inform the decision whether, where and how to incorporate. 

Moderator: Adam Emmerich (Wachtell Lipton Rosen & Katz)

Panelists:

• Arrie Park (Hellman & Friedman)
• Dave Kling (Facebook)
• Troy Paredes (Paredes Strategies LLC/former SEC Commissioner)
• David Berger (Wilson Sonsini Goodrich & Rosati)
• Ben Spiers (Freshfields)

12:15pm

Lunch & Adjournment