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. Learn more about the dinner 
here.

To learn how your organization can participate in this conference, 
contact Jonathan McReynolds at jmcreynolds@thedeal.com
 or +1 212-224-3026.

AGENDA

ABOUT THE EVENT

JW Marriott Essex House | 160 Central Park South | New York, NY 10019

LOCATION

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CONTACT

Sponsorship:

Jonathan McReynolds

P: 212-224-3026

Registration/Press:

Nicole Harris

P: 212-224-3040

Speakers:

Eric Salvarezza

P: 631-664-1311

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The Corporate Governance conference attracts senior executives, board members and fund managers from a variety of sectors. Attendees walk away with smart strategies, actionable tactics and connections to the people shaping the conversation around shareholder activism.

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?


Moderator: Ronald Orol, Senior Editor, The Deal

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 

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, Investment Stewardship Team, BlackRock
Panelist: Laurie Hays, Managing Director, Special Situations/Financial Communications,                        Edelman
Panelist: Sheila Hooda, Board of Directors, Mutual of Omaha and Virtus Investment Partners
Panelist: Jared Landaw, General Counsel, Barington Capital


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?


Moderator: Steve Gelsi, Senior Reporter, The Deal

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

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. 


Moderator: David Marcus, Senior Reporter, The Deal

Panelist: Ken Bertsch, Executive Director, Council of Institutional Investors
Panelist: James Copland, Senior Fellow Director, Legal Policy, Manhattan Institute
Panelist: Steven Williams, Partner, Paul, Weiss

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


Closing Keynote Interview

Jim Cramer interviews Dan Schulman, President and CEO, PayPal

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SUPPORTING ORGANIZATIONS

On the evening of June 5, 2019, The Deal will host an invitation-only dinner to bring together C-suite executives, board directors and the firms that serve them. Sponsor firms have the opportunity
to join The Deal in this unique environment for networking and business development. For more information, please contact Jonathan McReynolds at jmcreynolds@thedeal.com or 212.224.3026.

PRE-CONFERENCE CORPORATE LEADER DINNER

SPEAKERS

PROGRAM SPONSORS

Scott Barshay
Paul, Weiss

Jeffrey Marell
Paul, Weiss

Sarah Teslik
Joele Frank

Corporate Governance Series

KEYNOTE SPEAKERS

Peter Feld
Starboard Value

Kal Goldberg
Finsbury

Ted White

Legion Partners
Asset Management

Registration and Networking Breakfast

8:00am 8:30am

8:30am 8:35am

Opening Remarks

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.

8:35am – 9:05am

9:05am – 9:55am

9:55am 10:15am

Networking Break

Keynote Interview

Jim Cramer interviews Peter Feld, Managing Member, Portfolio Manager, Head of Research, Starboard Value

10:15am 10:45am

10:45am 11:35am

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.

11:35am 12:05pm

Keynote Interview with Scott Barshay from Paul, Weiss

Jim Cramer interviews Scott Barshay, Partner, Paul, Weiss

12:05pm 1:15pm

1:15pm 2:05pm

2:05pm 2:55pm

Networking Break

2:55pm 3:10pm

Keynote Interview


3:10pm 3:40pm

3:40pm 4:30pm

Closing Remarks

4:30pm 5:00pm

5:00pm 5:05pm

Charles Penner
JANA Partners

Keith Meister
Corvex Management

Jared Landaw
Barington Capital

Tanuja Dehne

Granite Point Mortgage Trust Inc. and Advanced Disposal Services

Veena Ramani
Ceres

Paula Loop
PwC

James Copland
Manhattan Institute 

Steven Lipin
Gladstone Place Partners

THE HOST

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

View Bio

Sheila Hooda

Mutual of Omaha and Virtus Investment Partners

Barbara Berlin
PwC

5:05pm 6:00pm

Cocktail Reception

Rick Hansen
General Motors Company

Laurie Hays
Edelman

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Dan Schulman
PayPal

Bruce Goldfarb
Okapi Partners

Sally Smith
Retired CEO Buffalo Wild Wings

Steve Williams
Paul, Weiss

Michelle Edkins
BlackRock

Ken Bertsch
Council of Institutional Investors

Debra Cafaro
Ventas, Inc.