Harvard Law School
|
| Julie Johnson
Administrator, Program on Corporate Governance |
Tel (617)- 496-2099 Fax (617)-496-4865 Email: johnsonj@law.harvard.edu |
December 2, 2003
Via e-mail: rule-comments@sec.gov
Mr. Jonathan G. Katz
Secretary
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549-0609
Re: Security Holder Director Nominations (Release No. 34-48626, IC-26206; File No. S7-19-03)
Dear Mr. Katz:
As the SEC is now considering the subject of shareholder nomination of directors, I would like to file the attached proceedings of the Symposium on Corporate Elections which was recently held at Harvard Law School. The symposium, which was organized by the Harvard Law School Program on Corporate Governance, brought together CEOs, directors, institutional investors, money managers, shareholder activists, lawyers, judges, academics, and others to discuss the subject from a wide range of perspectives. The symposium included the following six sessions:
Session One: The Basic Pros and Cons of Shareholder Access
Martin Lipton and Steven Rosenblum, Wachtell, Lipton, Rosen & Katz
Lucian Bebchuk, Harvard Law School
Session Two: The Board/Management Perspective
Richard Breeden, Richard C. Breeden & Co.
John Castellani, The Business Roundtable
James Rogers, Cinergy Inc.
Ralph Whitworth, Apria Healthcare Group
Session Three: The Perspective of Institutional Investors
Orin Kramer , Kramer Spellman
Robert Pozen, Harvard Law School
Michael Price, MFP Investors
Sarah Teslik, Council for Institutional Investors
Session Four: The Perspective of Shareholder Activists and Advisers
Jaime Heard, Institutional Shareholder Services
Robert Monks, Lens Governance Advisors
Damon Silvers, AFL-CIO
John Wilcox, Georgeson Shareholders
Session Five: Legal Problems in Designing a Shareholder Access Rule
John Coffee, Columbia Law School
Joseph Grundfest, Stanford Law Schoool
Robert Todd Lang, Weil, Gotshal & Manges
Charles Nathan, Latham & Watkins
Leo Strine, Delaware Chancery Court
Session Six: Concluding Remarks
Robert Clark, Harvard Law School
Floyd Norris, The New York Times
Harvey Goldschmid, U.S. Securities and Exchange Commission
I hope these materials will be useful to the Commission's consideration. In case any questions arise, I can be reached at (617) 496-2099 or johnsonj@law.harvard.edu.
Sincerely,
Julie Johnson
Attachment: Lucian Bebchuk, editor, "Symposium on Corporate Elections," November 2003 (PDF)