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January 27 & 28 • The Westin • New York
Thursday, January 27, 2011
Registration, Breakfast & Networking
8:00 - 9:00 AM
8:00 - 9:00 AM
The Impact of the Dodd-Frank Bill on Corporate Governance
9:00 - 9:50 AM
The Dodd-Frank legislation is vast and its import for activists and other investors is still evolving. This panel examines how new rules bring new responsibilities - and liabilities - to management and directorships. At the same time, panelists map out the ways changes in the regulatory landscape are affecting activists.
MODERATOR: DAVID ROSEWATER, Schulte Roth & Zabel
PANELISTS: RICHARD SWANSON, Arnold & Porter; MATT BRUSCH, National Investor Relations Institute
9:00 - 9:50 AM
The Dodd-Frank legislation is vast and its import for activists and other investors is still evolving. This panel examines how new rules bring new responsibilities - and liabilities - to management and directorships. At the same time, panelists map out the ways changes in the regulatory landscape are affecting activists.
MODERATOR: DAVID ROSEWATER, Schulte Roth & Zabel
PANELISTS: RICHARD SWANSON, Arnold & Porter; MATT BRUSCH, National Investor Relations Institute
Using Good Corporate Governance to Affect Your Strategy
9:55 - 10:45 AM
Activists and institutional investors need to do more than critique the board and management of a corporate company. Investors must have a clear understanding of sound governance principles and be able to incorporate high standards of governance into plans for enhancing shareholder value.
MODERATOR: JILL FISCH, University of Pennsylvania Law School
PANELISTS: DONNA ANDERSON, T. Rowe Price; JARED LANDAW, Barington Capital Group; QIN TUMINELLI, Institutional Shareholder Services; TREVOR NORWITZ, Wachtell, Lipton, Rosen & Katz
9:55 - 10:45 AM
Activists and institutional investors need to do more than critique the board and management of a corporate company. Investors must have a clear understanding of sound governance principles and be able to incorporate high standards of governance into plans for enhancing shareholder value.
MODERATOR: JILL FISCH, University of Pennsylvania Law School
PANELISTS: DONNA ANDERSON, T. Rowe Price; JARED LANDAW, Barington Capital Group; QIN TUMINELLI, Institutional Shareholder Services; TREVOR NORWITZ, Wachtell, Lipton, Rosen & Katz
Networking Break
10:50 - 11:10 AM
10:50 - 11:10 AM
A Review of the Objectives and Tactics of Hedge Fund Activists
11:15 - 11:45 AM
Based on a large sample of hedge fund activist events, this session reviews the objectives and tactics employed by activist hedge funds as well as the characteristics of the target public companies. This presentation provides several estimates of the value creation brought about by activist hedge funds and analyzes the potential sources of these gains.
SPEAKER: ALON BRAV, Duke University, The Fuqua School of Business
11:15 - 11:45 AM
Based on a large sample of hedge fund activist events, this session reviews the objectives and tactics employed by activist hedge funds as well as the characteristics of the target public companies. This presentation provides several estimates of the value creation brought about by activist hedge funds and analyzes the potential sources of these gains.
SPEAKER: ALON BRAV, Duke University, The Fuqua School of Business
Responding to Investor Activism: Running a Successful Proxy Response Campaign
11:50 - 12:40 PM
Proxy campaigns and the communication issues surrounding them have grown more complex in recent years. Expert campaign strategists talk about managing the SEC's process in a media climate where contests can receive extensive and sometimes problematic publicity.
MODERATOR: BRUCE GOLDFARB, Okapi Partners
PANELISTS: ARTHUR CROZIER, Innisfree; WARREN DE WIED, Wilson Sonsini Goodrich & Rosati; JEFFREY SHAPIRO, Lowenstein Sandler; MAUREEN WOLFF, Sharon Merrill Associates
11:50 - 12:40 PM
Proxy campaigns and the communication issues surrounding them have grown more complex in recent years. Expert campaign strategists talk about managing the SEC's process in a media climate where contests can receive extensive and sometimes problematic publicity.
MODERATOR: BRUCE GOLDFARB, Okapi Partners
PANELISTS: ARTHUR CROZIER, Innisfree; WARREN DE WIED, Wilson Sonsini Goodrich & Rosati; JEFFREY SHAPIRO, Lowenstein Sandler; MAUREEN WOLFF, Sharon Merrill Associates
Networking Luncheon
12:45 - 1:45 PM
12:45 - 1:45 PM
The Poison Pill: Examining Successful Corporate Defenses
1:50 - 2:40 PM
Shareholder rights plans continue to confound activists, and they often lead to court battles that are costly in both time and money for investors and issuers alike. The panel looks at significant legal decisions in the last year and surveys strategies for implementing and overcoming poison pills.
MODERATOR: JAMES HALLOWELL, Gibson Dunn
PANELISTS: LUCIAN BEBCHUK, Harvard Law School; DAVID ROBBINS, Bingham Mccutchen
1:50 - 2:40 PM
Shareholder rights plans continue to confound activists, and they often lead to court battles that are costly in both time and money for investors and issuers alike. The panel looks at significant legal decisions in the last year and surveys strategies for implementing and overcoming poison pills.
MODERATOR: JAMES HALLOWELL, Gibson Dunn
PANELISTS: LUCIAN BEBCHUK, Harvard Law School; DAVID ROBBINS, Bingham Mccutchen
Assessing the Vulnerability of a Board of Directors
2:45 - 3:35 PM
While a board's liabilities may be easily seen by outsiders, changing the directors' behavior or the composition of the board is never easy. Panelists discuss strategies for finding the weakest links on the board and the most effective ways of managing or removing them.
MODERATOR: ARTIE REGAN, Regan & Associates
PANELISTS: JOHN AHN, B.Riley & Co.; TRAVIS DIRKS, Rotary Gallop; RIYAZ LALANI, Kingsdale Shareholder Services
2:45 - 3:35 PM
While a board's liabilities may be easily seen by outsiders, changing the directors' behavior or the composition of the board is never easy. Panelists discuss strategies for finding the weakest links on the board and the most effective ways of managing or removing them.
MODERATOR: ARTIE REGAN, Regan & Associates
PANELISTS: JOHN AHN, B.Riley & Co.; TRAVIS DIRKS, Rotary Gallop; RIYAZ LALANI, Kingsdale Shareholder Services
Networking Break
3:40 - 4:00 PM
3:40 - 4:00 PM
Case Studies: Examining Campaigns against Nabors, Abercrombie & Fitch and Dell
4:00 - 4:25 PM
In 2010, the AFSCME Employees Pension Plan ran campaigns against Compensation Committee members at Nabors and Abercrombie & Fitch for supporting poor pay practices, and against Dell over Accountability and Accounting. These campaigns attracted the support of proxy advisory services and drew widespread attention, resulting in significant protest votes. This presentation examines the details and outcomes of these campaigns.
SPEAKER: JOHN KEENAN, American Federation of State, County and Municipal Employees
4:00 - 4:25 PM
In 2010, the AFSCME Employees Pension Plan ran campaigns against Compensation Committee members at Nabors and Abercrombie & Fitch for supporting poor pay practices, and against Dell over Accountability and Accounting. These campaigns attracted the support of proxy advisory services and drew widespread attention, resulting in significant protest votes. This presentation examines the details and outcomes of these campaigns.
SPEAKER: JOHN KEENAN, American Federation of State, County and Municipal Employees
It's a Different Ballgame: Update on Proxy Fights and Contested Takeovers in Canada
4:30 - 5:20 PM
Canada is increasingly the target of high profile activism and takeover attempts. This panel of experts offers valuable insight on the latest developments and tactics in proxy contests and poison pills.
MODERATOR: BRAD ALLEN, Laurel Hill Advisory Group
PANELISTS: SANDER GRIEVE, Fraser Milner Casgrain; JAMIE MOSER, Joele Frank, Wilkinson Brimmer Katcher; MICHAEL SCHAFLER, Fraser Milner Casgrain
4:30 - 5:20 PM
Canada is increasingly the target of high profile activism and takeover attempts. This panel of experts offers valuable insight on the latest developments and tactics in proxy contests and poison pills.
MODERATOR: BRAD ALLEN, Laurel Hill Advisory Group
PANELISTS: SANDER GRIEVE, Fraser Milner Casgrain; JAMIE MOSER, Joele Frank, Wilkinson Brimmer Katcher; MICHAEL SCHAFLER, Fraser Milner Casgrain
Closing Remarks
5:25 PM
5:25 PM
The Activist Investor Cocktail Reception
5:30-7:00 PM
5:30-7:00 PM
Friday, January 28, 2011
Registration, Breakfast & Networking
8:00 - 9:00 AM
8:00 - 9:00 AM
Executive Compensation: How Much is Enough?
9:00 - 9:50 AM
Executive pay continues to be a hot button topic both in the U.S. and abroad, and even reasonable CEO paychecks can seem outrageous to those with little knowledge of what C-level management actually does. How can corporations award compensation in keeping with sound governance? To what extent are high levels of executive compensation indicative of poor succession practices? And what can activists do when compensation is out of line with performance and company valuations?
MODERATOR: PETER MITERKO, Pearl Meyer & Partners
PANELISTS: EDWARD FERRIS, Hedge Fund Solutions; JEFF MCCUTCHEON, Board Advisory LLC; TED MCDOUGAL, Ketchum; STEPHEN O'BYRNE, Shareholder Value Advisors
9:00 - 9:50 AM
Executive pay continues to be a hot button topic both in the U.S. and abroad, and even reasonable CEO paychecks can seem outrageous to those with little knowledge of what C-level management actually does. How can corporations award compensation in keeping with sound governance? To what extent are high levels of executive compensation indicative of poor succession practices? And what can activists do when compensation is out of line with performance and company valuations?
MODERATOR: PETER MITERKO, Pearl Meyer & Partners
PANELISTS: EDWARD FERRIS, Hedge Fund Solutions; JEFF MCCUTCHEON, Board Advisory LLC; TED MCDOUGAL, Ketchum; STEPHEN O'BYRNE, Shareholder Value Advisors
The Perils of Being a Lone Dissident Board Member
9:55 - 10:45 AM
For many dissident board members, getting on the board is the beginning of a battle, not the end. Serving as a lone dissident can be a lonely job, so activists need to join with a clear understanding of what kind of reception they will meet - and how they can overcome resistance and add value.
MODERATOR: PHILLIP GOLDBERG, Foley & Lardner
PANELISTS: BEHDAD ALIZADEH, Pardus Capital Management; TIM BROG, Locksmith Value Advisors; ERIC ROSENFELD, Crescendo Partners; RICHARD LASHLEY, PL Capital
9:55 - 10:45 AM
For many dissident board members, getting on the board is the beginning of a battle, not the end. Serving as a lone dissident can be a lonely job, so activists need to join with a clear understanding of what kind of reception they will meet - and how they can overcome resistance and add value.
MODERATOR: PHILLIP GOLDBERG, Foley & Lardner
PANELISTS: BEHDAD ALIZADEH, Pardus Capital Management; TIM BROG, Locksmith Value Advisors; ERIC ROSENFELD, Crescendo Partners; RICHARD LASHLEY, PL Capital
Networking Break
10:50 - 11:10 AM
10:50 - 11:10 AM
Retail Investor Targeting
11:15 - 12:05 PM
Many retail investors continue to feel disenfranchised and cut off from the proxy process and its dense paperwork. The panel discusses how to reach out and engage small shareholders, empowering them to become assets in activist campaigns.
MODERATOR: STEVEN PANTINA, Georgeson
PANELISTS: LAURA BISSELL, Okapi Partners; JEREMY FIELDING, Kekst & Company; AMY GOODMAN, Gibson Dunn; JOHN SORKIN, Fried Frank
11:15 - 12:05 PM
Many retail investors continue to feel disenfranchised and cut off from the proxy process and its dense paperwork. The panel discusses how to reach out and engage small shareholders, empowering them to become assets in activist campaigns.
MODERATOR: STEVEN PANTINA, Georgeson
PANELISTS: LAURA BISSELL, Okapi Partners; JEREMY FIELDING, Kekst & Company; AMY GOODMAN, Gibson Dunn; JOHN SORKIN, Fried Frank
Who Wants to Be an Activist Millionaire?
12:10 - 12:40 PM
The endeavors of iconic activists like Carl Icahn, Nelson Peltz and William Ackman suggest that riches and fame await successful activists. But what does it take to break into the game, and what lies in store for investors who do not come to the table with billions of dollars in capital and credit?
SPEAKER: PHILLIP GOLDSTEIN, Bulldog Investors
12:10 - 12:40 PM
The endeavors of iconic activists like Carl Icahn, Nelson Peltz and William Ackman suggest that riches and fame await successful activists. But what does it take to break into the game, and what lies in store for investors who do not come to the table with billions of dollars in capital and credit?
SPEAKER: PHILLIP GOLDSTEIN, Bulldog Investors
Networking Luncheon
12:45 - 1:45 PM
12:45 - 1:45 PM
Forward Industries: A Case Study in Small Company Activism
1:50 - 2:15 PM
This presentation examines the unique opportunities and challenges of corporate activism for small capitalization companies. The session explores lessons learned from a first time activist, as well as presenting important ?Do?s and Don?ts? for a first time activist.
SPEAKER: GRANGE JOHNSON, LaGrange Capital Partners
1:50 - 2:15 PM
This presentation examines the unique opportunities and challenges of corporate activism for small capitalization companies. The session explores lessons learned from a first time activist, as well as presenting important ?Do?s and Don?ts? for a first time activist.
SPEAKER: GRANGE JOHNSON, LaGrange Capital Partners
Closed End Fund Activism
2:20 - 3:10 PM
Activism involving closed end funds offers many opportunities but differs significantly from investing in other types of publicly held businesses. The panel looks at what happens when activists try to change the way funds manage their assets, establish appropriate management fees, or try to deal with discounts to net asset value.
MODERATOR: JOHN GRAU, InvestorCom
PANELISTS: PHILLIP GOLDSTEIN, Bulldog Investors; ART LIPSON, Western Investment; DAN PLETTNER, Independent CEF Analyst and Covestor Model Manager
2:20 - 3:10 PM
Activism involving closed end funds offers many opportunities but differs significantly from investing in other types of publicly held businesses. The panel looks at what happens when activists try to change the way funds manage their assets, establish appropriate management fees, or try to deal with discounts to net asset value.
MODERATOR: JOHN GRAU, InvestorCom
PANELISTS: PHILLIP GOLDSTEIN, Bulldog Investors; ART LIPSON, Western Investment; DAN PLETTNER, Independent CEF Analyst and Covestor Model Manager
Closing Remarks
3:15 PM
3:15 PM