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Symposium on Corporate Elections(Lucian Bebchuk, ed., Harv. L. Sch. John M. Olin Ctr. Discussion Paper No. 448, Nov. 2003).

Abstract: This paper contains the proceedings of the Symposium on Corporate Elections held at Harvard Law School in October 2003. The symposium brought together SEC officials, 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 six sessions. The first session focused on the basic pros and cons of shareholder access. It featured a presentation and discussion of two papers: "Election Contests in the Company's Proxy: An Idea whose Time has not Come" by Martin Lipton and Steven Rosenblum, Wachtell, Lipton, Rosen & Katz; and "Shareholder Access to the Ballot" by Lucian Bebchuk, Harvard Law School. The second session focused on the perspective of boards and management. The panel speakers were Richard Breeden (Chairman, Richard C. Breeden & Co.), John Castellani (President, The Business Roundtable), James Rogers (Chairman of the Board and Chief Executive Officer, Cinergy Corp.), and Ralph Whitworth (Chairman of the Board, Apria Healthcare Group, Inc.). The third session focused on the perspective of institutional investors. The panel speakers were Orin Kramer (Partner, Kramer Spellman, L.P.A), Robert Pozen (Visiting Professor of Law from Practice, Harvard Law School and formerly Vice-Chair, Fidelity Investments), Michael Price (Managing Partner, MFP Investments) and Sarah Teslik (Executive Director, Council for Institutional Investors). The fourth session of the symposium focused on the perspective of shareholder activists and advisers. Panelists were Jaime Heard (Chief Executive Officer, Institutional Shareholder Services), Robert Monks (Founder, Lens Governance Advisors), Damon Silvers (Associate General Counsel, AFL-CIO), and John Wilcox (Vice Chairman, Georgeson Shareholders). The fifth session focused on legal problems in designing a shareholder access rule. The panel speakers were John Coffee (Professor of Law, Columbia Law School), Joseph Grundfest (Professor of Law and Business, Stanford Law School), Robert Todd Lang (Senior Partner, Weil, Gotshal & Manges), Charles Nathan (Partner, Latham & Watkins), and Leo Strine (Vice Chancellor, Delaware Chancery Court). The final session featured concluding remarks. The speakers were Robert Clark (Harvard University Distinguished Service Professor and Professor of Law, Harvard Law School), Floyd Norris (Chief Financial Correspondent, The New York Times), and Harvey Goldschmid (Commissioner, U.S. Securities and Exchange Commission). Each session started with opening presentations by the panelists, followed by a discussion among the panelists and between the panelists and other participants in the symposium.