Events

Upcoming Events

Conference on M&A and Corporate Governance - November 22, 2024 | New York, NY

The Millstein Center, in partnership with the Center on Corporate Governance at Columbia Law School, Paul Hastings, LLP, and Wachtell, Lipton, Rosen & Katz, will host a conference gathering speakers from academia, the judiciary, and the legal and finance industries to explore relevant issues in M&A and corporate governance, including implications of the US election for M&A. Topics of conversation will include the state of shareholder activism, legislative and regulatory developments affecting dealmaking, and Delaware law regarding controlling shareholders. 

For more information, see the event website here.

Featured Past Events

Ira M. Millstein Seminar on The Future of Corporate Governance - November 4, 2024 | Paris, France

The Millstein Center, in partnership with the OECD Corporate Governance Committee, convened a seminar in memory of Ira Millstein, who played an instrumental role in developing the first Corporate Governance Principles issued in 1999. The seminar also provided an opportunity to mark the 25th anniversary of the G20/OECD Principles. 

For more information, see the agenda here. Find a recording of the event here.

ESG: Comparative Perspectives, New Controversies, and New Voices - June 24, 2024 | New York, NY

The Millstein Center, in partnership with Weil, Gotshal & Manges LLP and Broadridge, convened a conference on ESG, in memory of Millstein Center Founder and Weil, Gotshal & Manges LLP Senior Partner Ira M. Millstein. The conference, which brought together insights from the legal academy, the practitioner community, the regulators, and the various institutions involved in shareholder voting, offered a unique perspective on current ESG questions. First: the US and EU have gone down quite different ESG paths. How so and why so? Second: the SEC's "final" climate change disclosure rule is now under attack from various sides. What is the state of play? And irrespective of a litigation outcome, how will companies, especially multinationals, accommodate the diverse disclosure requirements of California, the SEC, the EU, and international standard setters like the ISSB? Third: in response to client and political pressures, the asset managers have been working out systems of "pass-through voting" on various ESG-inflected proposals. How will these systems work and will they function as a meaningful channel for shareholder preferences?

In case you missed the live event, check out video recordings for each of the sessions:

• Session One: ESG Legislation and Regulation: E.U. vs. U.S. 
• Session Two: Conversation with Erik Gerding
• Session Three: ESG Landscape and Recent Developments in the U.S.
• Session Four: Pass-Through Voting and ESG

Conference on M&A and Corporate Governance - December 8, 2023 | New York, NY

The Millstein Center, in partnership with the Center on Corporate Governance at Columbia Law School, Paul Hastings, LLP, and Wachtell, Lipton, Rosen & Katz, hosted a conference gathering speakers from academia, the judiciary, and the legal and finance industries to explore relevant issues in M&A and corporate governance.  The conference featured a keynote discussion with Senior United States District Judge Jed S. Rakoff of the United States District Court for the Southern District of New York, moderated by Columbia Law Professor Eric Talley.  Other topics of conversation included the question of MFW creep and the In re Match case pending before the Delaware Supreme Court, cryptocurrency assets and current issues in securities enforcement and litigation, the implications of the SEC's new Rule 13D-G regulations, and the antitrust M&A landscape. 

For more information, see the event website here.

Conference on Empirical Corporate Governance - April 21, 2023 | New York, NY

The Millstein Center, in partnership with the CFA Institute, convened a conference gathering leading scholars of empirical law and finance from law schools and business schools to discuss the future of the field, including directions for future research in light of the Cleaning Corporate Governance dataset.  Additional topics of conversation included data access, data integrity, opportunities for cross-pollination between law and business scholars, and strategies for creating stronger data foundations. 

For more information, see the event website here.

Conference on Racial Equity in Corporate Governance - March 7, 2023 | Webinar

The Millstein Center, in partnership with Howard University School of Law, the Institute for Law & Economics at the University of Pennsylvania, the Arthur and Toni Rembe Rock Center for Corporate Governance at Stanford University, and the Stanford Center for Racial Justice at Stanford Law School, hosted our third annual conference on racial equity in corporate governance.  The conference consisted of a panel discussion.

Navigating Change: How Can Companies Maintain their Commitments to Racial Equity in a Changing Legal Environment? 

This panel examined the implications of litigation involving challenges to diversity, equity, and inclusion strategies, including the pending Students for Fair Admissions cases before the U.S. Supreme Court, Alliance for Fair Board Recruitment action before the Fifth Circuit, and California cases challenging state board diversity statutes.  The discussion also explored related anti-ESG pressures facing corporate leadership.  Lisa M. Fairfax (Presidential Professor; Co-Director, Institute for Law and Economics, University of Pennsylvania Carey School of Law) moderated the discussion, and panelists included:

• Olatunde C. Johnson, Ruth Bader Ginsburg '59 Professor of Law, Columbia Law School
• Melonie D. Parker, Vice President and Chief Diversity Officer, Google 
• Eileen Schloss, Board Member, Alteryx, CCC IS, and Sprinklr; Human Capital Operations Advisor, Advent International Private Equity 

Conference on M&A and Corporate Governance - December 2, 2022 | New York, NY

The Millstein Center, in partnership with the Center on Corporate Governance at Columbia Law School and Paul Hastings, LLP, hosted a conference gathering speakers from academia, the judiciary, and the legal and finance industries to explore relevant issues in M&A and corporate governance.  The conference featured a keynote discussion with Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery, moderated by former Justice Jack B. Jacobs of the Delaware Supreme Court.  Other topics of conversation included the current state and future direction of the M&A market, the role of institutional investors and activists in dealmaking, recent SEC developments, and pertinent litigation developments. 

For more information, see the event website here.

Conference on Racial Equity in Corporate Governance - March 4, 2022 | Webinar

The Millstein Center, in partnership with the Institute for Law & Economics at the University of Pennsylvania, the Arthur and Toni Rembe Rock Center for Corporate Governance at Stanford University, and the Stanford Center for Racial Justice at Stanford Law School, hosted our second annual conference on racial equity in corporate governance.  The conference consisted of three sessions.

The Role of the Public Company Board of Directors in Promoting Racial Equity in Corporate Governance 

This panel examined how public company boards of directors promote board diversity and an inclusive board culture, and how they oversee promotion of racial equity in the corporation.  George Brown (Executive Director, Stanford Center for Racial) moderated the discussion, and panelists included: 

• Benjamin Colton, Global Head of Asset Stewardship, Voting & Engagement, State Street Global Advisors
• Maria Elena Lagomasino, Lead Independent Director, The Coca-Cola Company; Director, The Walt Disney Company; CEO and Managing Partner, WE Family Offices
• Barry Lawson Williams, Retired Investment Consultant and Corporate Director 

Fireside Chat 

The second session of the conference entailed a fireside chat with Joe Bae (Co-CEO, KKR) moderated by Professor Lisa Fairfax (Presidential Professor and Co-Director, Institute for Law and Economics, University of Pennsylvania) regarding board leadership on racial equity across public and private companies.

Opening the Door to Private Company Boardrooms

The third session examined board leadership on racial equity at private companies.  The discussion explored topics such as the key differences between private and public companies that bear on boardroom culture and leadership on racial equity, contractual and other market-driven diversity initiatives, and talent management and recruitment in the private company context.  Professor Kate Judge (Harvey J. Goldschmid Professor of Law, Columbia Law School) moderated the discussion, and panelists included:

• Lyuba Goltser, Partner and Co-Head of Public Company Advisory Group, Weil, Gotshal & Manges LLP
• Lisa Lambert, Director, UL and Laredo Petroleum; Chief Technology and Innovation Officer, National Grid, and Founder and President, National Grid Partners
• Sean Mendy, Partner, Concrete Rose Capital
• Ann Shepherd, Co-Founder and COO, Him For Her; Board Member, HoneyBook 
• James D. White, Executive Chair, Air Protein; Board Chair, The Honest Company; Director, Schnuck Markets and Bay Club; Former Chair, CEO, and President, Jamba Juice 

Board 3.0: Bringing the Private Equity Model to Public Companies - May 21, 2021 | Virtual

The Millstein Center and ECGI, with special thanks to Millstein Center sponsor Deloitte, convened a virtual conference exploring a new model for public company boards (“Board 3.0”) that would use features of the private equity portfolio company governance model, proposed by Professors Ronald Gilson and Jeffrey Gordon.

Gilson and Gordon argue that boards need to evolve to deal with increased complexity, the reconcentration of share ownership, and the tensions between market myopia and management hyperopia, among other challenges. One promising route, they hold, is to port over elements of the private equity portfolio company governance model to public corporations by adding some “empowered directors” who are “thickly informed, well-resourced, and highly motivated.”

Apart from Gilson and Gordon’s specific proposal, the message is that the current board model is not fixed in stone. The world of private markets, venture capital, and private equity—all developments of the 1970s or later—has made effective use of alternative board models. The goal of this conference was to bring some of this governance experimentalism to public companies.

For more information, see the event website here.

General Counsel as Corporate Director: Making It Happen - March 10, 2021 | Webinar

The Millstein Center, Cleary Gottlieb, and Heidrick & Struggles hosted a webinar for in-house counsel featuring a discussion moderated by Lee Hanson and Victoria Reese of Heidrick & Struggles with General Counsel from The Estée Lauder Companies Inc. (Dierdre Stanley), Hearst Corporation (Eve Burton), and GSK Consumer Healthcare (Bjarne Tellmann) on opportunities for general counsel to serve as corporate directors.

In case you missed the live webinar, you can watch the video here. 

2020-2021 Conference on Racial Equity in Corporate Governance - Multiple Dates | Webinar

The Millstein Center, alongside the Institute for Law & Economics at the University of Pennsylvania, the Arthur and Toni Rembe Rock Center for Corporate Governance at Stanford University, and the Stanford Center for Racial Justice at Stanford Law School, were pleased to host a three-part conference series on racial equity in corporate governance.

You can find recordings of the sessions here.

Panel 1: How Can We Increase Racial Diversity in the C-Suite and Boardroom? (October 29, 2020)

In this first installment of our conference series, Chris Brummer (Agnes N. Williams Professor and Faculty Director, Institute of International Economic Law, Georgetown University Law Center) moderated a discussion on how to increase racial diversity in the C-suite and boardroom with panelists: 

• Gilbert Casellas, Independent Director and Consultant
• Janet Foutty, Executive Chair of the Board, Deloitte US
• Paul Martin, Chief Diversity Officer, Sony Pictures Entertainment
• Barry Lawson Williams, Retired Investment Consultant and Corporate Director
• Jessie Woolley-Wilson, CEO & President, DreamBox Learning

The panel debunked excuses for insufficient diversity in these spaces and explored topics such as the economics of diversity and implications for fiduciary duties, generating a diverse pipeline of candidates, equity in promotion opportunities, and equity and inclusion in the boardroom experience.

We concluded with a "deep-dive" session on statutory reform in the context of California's newly enacted statute requiring public companies to include directors from underrepresented communities on their boards. Gillian Lester (Dean and the Lucy G. Moses Professor of Law, Columbia Law School) moderated a conversation between Joseph Grundfest (William A. Franke Professor of Law and Business, Stanford Law School and Senior Faculty, Arthur and Toni Rembe Rock Center for Corporate Governance, Stanford University) and Aaron Dhir (Florence Rogatz Visiting Professor of Law, Yale Law School and Associate Professor of Law, Osgoode Hall Law School).

Leo E. Strine, Jr. (Former Chief Justice, Delaware; Distinguished Fellow, Columbia and Penn Law Schools; Of Counsel, WLRK) delivered opening remarks.

Panel 2: What Can the C-Suite and Boardroom Do to Promote a More Inclusive Workforce and Racial Equity? (November 16, 2020)

The discussion examinee strategies and best practices for how boards and executive leaders can advance progress at their companies on the critical issues of inclusion and racial equity. Board, Human Capital Management, Institutional Investor and Technology leaders shared perspectives on the important questions of managing expectations from constituents inside and outside the corporation, the role of the corporation in its community and measurement of progress on inclusion and racial equity issues.

Speakers included:

• Dane E. Holmes, CEO and Co-Founder, Eskalera; Former Executive Vice President, Partner and Global Head of Human Capital Management, Goldman Sachs
• Jonathan McBride, former Managing Director, Global Head of Inclusion and Diversity, BlackRock; Advisor to Boards, CEOs and Executive Teams
• Phuong Phillips, Chief Legal Officer, Zynga
• Pat Wadors, Chief Talent Officer, ServiceNow; Former Senior Vice President, Global Talent, LinkedIn; Board Member Accolade and Zenefits

Panel 3: What (if Anything) Can a Rebalanced System of Corporate Governance Do to Promote Racial Equity? (January 14, 2021)

The third installment of the conference examined mechanisms and agents for rebalancing corporate governance in the interest of promoting racial equity. This session explored questions of defining corporate purpose and best practices, the role of disclosure requirements, executive compensation incentives, and the roles of directors, investors, proxy advisory firms, and general counsel in addressing racial equity. Lisa Fairfax (Alexander Hamilton Professor of Business Law and Director of the GW Corporate Law and Governance Institute, George Washington University Law School) and Omari Scott Simmons (Howard L. Oleck Professor of Business Law and Director of Business Law Program, Wake Forest Law School) moderated the discussion with:

• Keir Gumbs, Associate General Counsel, Global Corporate, M&A and Securities and Deputy Corporate Secretary, Uber Technologies, Inc.
• Osagie Imasogie, Co-Founder and Senior Managing Partner, PIPV Capital
• Erika James, Dean, The Wharton School at the University of Pennsylvania
• Jennifer Krevitt, Managing Director & Global Head, Human Capital Management, Consumer & Investment Management Division, Goldman Sachs
• Anne Robinson, Managing Director, General Counsel and Corporate Secretary, Vanguard
• Kim Rucker, Director, Celanese Corporation, Lennox International, Inc., and Marathon Petroleum Corporation

Rethinking Stewardship Conference - October 23, 2020 | Webinar

The Millstein Center, ECGI, and Columbia Law School's Center for Law and Economic Studies hosted a virtual conference on October 23rd focused on "Rethinking Stewardship."

The reconcentration of share ownership into the hands of a small number of institutional investors holding broadly diversified portfolios has led to calls for adoption of a particular corporate governance stance by these investors, “stewardship.” Indeed, many jurisdictions, following the lead of the UK, have adopted stewardship codes into their regulatory framework. “Stewardship” has generally been taken to mean engagement with portfolio companies in view of long term shareholder interests, though some have argued for a broader conception of stewardship obligations. Since companies are likely to be responsive to the convictions of their largest shareholders, one especially important question is how particular models of stewardship will affect the way that public companies frame and address the ESG issues now urged upon them.  

The goal of the conference is to examine this conception of stewardship for its “fit” with current practices of institutional investors, the “products” that asset managers offer to beneficial owners, and the diverse patterns of ownership and economic development throughout the world. In short, the goal is to “Re-Think Stewardship.”

For more information, see:

• Event website
• Full program

For Professor Gordon's presentation on this topic at ECGI and Yale Law School's 2021 Global Corporate Governance Colloquium (GCGC), see here.

Taking the High Road:
Navigating Corporate Responsibility to Advance Public Welfare - October 6, 2020 | Webinar

On October 6, the Millstein Center and Cleary Gottlieb hosted a webinar for in-house counsel featuring a lively discussion moderated by Colin Stretch, former Facebook General Counsel, with the General Counsel of Morgan Stanley (Eric Grossman), Nike (Hilary Krane), Bristol-Myers Squibb Company (Sandra Leung), Honeywell International (Anne T. Madden), and Google (Halimah DeLaine Prado).

In case you missed the live webinar, see the replay below.

Same as It Ever Was, Same as It Never Was: Engaging Our Stakeholders: What General Counsel Are Doing Now - June 5, 2020 | Webinar

On Friday, June 5th the Millstein Center and Cleary Gottlieb hosted a webinar for in-house counsel focused on engaging with stakeholders as businesses and the economy begin to reopen. We were joined by Rupert Bondy (SVP, General Counsel, and Company Secretary, Reckitt Benckiser), Sean Edgett (Vice President and General Counsel, Twitter), Rachel Gonzalez (Executive Vice President, General Counsel, and Secretary, Starbucks Coffee Company), Rena Reiss (Executive Vice President and General Counsel, Marriott International), and Jennifer Kennedy Park (Partner, Cleary Gottlieb). Millstein Center Co-Director Eric Talley moderated the panel discussion, and Michael Gerstenzang, Cleary Gottlieb's Managing Partner, gave opening remarks.

In case you missed the live webinar, see the replay below.

Board Leadership Forum - May 12, 2020 | Virtual

The Millstein Center, alongside Deloitte, held a virtual session of its Board Leadership Forum. We were joined by The Honorable Leo E. Strine, Jr., Former Chief Justice of the Delaware Supreme Court, who provided his advice for boards today based on 21 years of experience on the bench.

Leadership in Times of Crisis: What General Counsel Are Doing Now - April 17, 2020 | Webinar

On Friday, April 17th the Millstein Center and Cleary Gottlieb hosted a webinar for in-house counsel exploring how general counsels and their teams are handling the COVID-19 pandemic. We were joined by David Leitch (Global General Counsel, Bank of America), Jennifer Zachary (Executive Vice President, General Counsel and Corporate Secretary, Merck & Co., Inc.), Brandon Nelson (General Counsel and Corporate Secretary, JetBlue), and Louise Parent (Of Counsel, Cleary Gottlieb and Former General Counsel, American Express) for a panel discussion moderated by Millstein Center Co-Director Eric Talley. Michael Gerstenzang, Cleary Gottlieb's Managing Partner, gave opening remarks.

In case you missed the live webinar, see the replay below.

Conference on Academic Lobbying - December 5-6, 2019 | New York, NY

The Millstein Center was delighted to co-sponsor the fourth annual Theory of the Firm conference, dedicated to the topic of “Academic Lobbying,” alongside Columbia Business School, the Center on Global Economic Governance at the Columbia School of International and Public Affairs, Harvard Business School, the University of Oxford Blavatnik School of Government, and the University of Chicago Booth School of Business.

Public Aspects of Private Equity - November 19, 2019 | New York, NY

We were joined by Chris Cozzone (Principal, Bain Capital Double Impact), Donna Hitscherich (Senior Lecturer in the Discipline of Business and Director, Private Equity Program), and Emily Mendell (Managing Director, Membership, Events & Communications at the Institutional Limited Partners Association) in a discussion moderated by Aamir A. Rehman (Senior Fellow, Richman Center).

Private equity (PE) plays an important role in investment markets and the broader economy. Private equity funds—managed by general partners, or GPs—take stakes in companies, exercise control, and actively seek to improve the performance of their portfolio companies. They do so in pursuit of financial returns for their investors (limited partners, or LPs) higher than the returns available in public markets. PE has become a key engine of investment markets, seeking absolute return while driving performance and efficiency in portfolio companies. PE is by definition private, and its activities are generally opaque.

This event explored the public aspects of private equity, including questions such as:

• What public impact does private equity have?
• What ESG (environmental, social, and governance) considerations, if any, should GPs consider in their activities? Does the involvement of public institutions as LPs affect the social responsibilities of a fund?
• Are there trade-offs between financial return and ESG considerations?
• What actions do LPs take to align the activities of the funds in which they invest with their own ESG commitments and values? How do these actions compare across asset classes?  
• How are pioneer asset managers navigating these complex issues? What best practices can they offer?
• What role, if any, should public institutions—for example, pension funds and endowments—play in seeking public good as LPs in private equity funds?

The event was co-sponsored alonside the Richard Paul Richman Center for Business, Law, and Public Policy, in partnership with the Private Equity Program.

You can find an edited transcript of the event, published in the Journal of Applied Corporate Finance, here.

Roundtable on Corporate Purpose with Colin Mayer - October 17, 2019 | New York, NY

The Millstein Center hosted a roundtable with Professor Colin Mayer, of the University of Oxford’s Saïd Business School, to explore his work with the British Academy’s Future of the Corporation Programme on corporate purpose and how business can be reconceptualized to meet the needs of the 21^st century.

A small group of business leaders, academics, regulators and practitioners workshopped concrete ideas and policy recommendations for how to adapt the Programme’s “Principles to Promote the Corporation of the Future” to the U.S. context.

The group focused primarily on the following Principles:

• Corporate law should be reformulated around corporate purpose instead of shareholder rights.
• Regulation should require companies that perform public functions to have corporate purposes that reflect their public roles.
• Ownership relates to the specification of corporate constitutions, implementation of corporate purposes, and the corporate values associated with them.
• Corporate governance is not about aligning managerial interests with those of shareholder interests but with the delivery of a company’s purpose.

The Future of Capitalism with Sir Paul Collier and Colin Mayer - October 16, 2019 | New York, NY

The Millstein Center hosted a discussion on the Future of Capitalism, where we explored how capitalism and business might change to work better for society. Two of the leading scholars in this area, Oxford business professor Colin Mayer and Sir Paul Collier, a professor of economics and public policy at Oxford, shared insights from their new books, Prosperity: Better Business Makes the Greater Good and The Future of Capitalism: Facing The New Anxieties.

Following Professor Collier and Professor Mayer’s presentations, they were joined on a panel with Alan Schwartz, Executive Chairman of Guggenheim Partners, and Steve Pearlstein, business and economics columnist for The Washington Post, to provide commentary and facilitate discussion. The Millstein Center's Executive Director, Kristin Bresnahan, moderated. 

An edited transcript of the event, available here, was published in the Spring 2020 issue of the Journal of Applied Corporate Finance.

Missed the event? Check out the full recording here!

Private Ownership at a Public Crossroads Roundtable at TPG - October 11, 2019 | San Francisco, CA

As the next installment of our Future of the Corporation Project exploring the rise of the private markets, the Millstein Center convened a roundtable at TPG Capital's offices in San Francisco to explore the following questions among a small group of academics, practitioners and regulators:

• Factors driving the public/private decision: Is it necessarily “good” or “bad” to have more public companies? Are there barriers preventing or discouraging issuers from accessing the public markets, and if so, what are they? What factors are driving whether a company stays private or goes public? Will increased regulation of the private markets change the calculus? Will (and should) innovations like the Long-Term Stock Exchange gain traction and urge more companies to go public? What about the use of dual-class shares and multi-tiered capital structures?
• Private vs. public company governance structures:  How do ownership and governance structures differ between public companies and private companies? Could the private governance model lend itself to improved governance for public companies, and are there aspects of the public governance model that will inform choices for private company governance? Is there a role for regulation in making these choices?
• Changes in the structure of private equity and venture capital financing:What is different about “seed” vs. “venture funding,” and how much does such funding specialization improve efficiency and benefit investors and funding recipients? How have changes within private equity allowing for increased liquidity affected companies’ decision to stay private or go public?

Corporate Governance “Counter-narratives” Conference: On Corporate Purpose and Shareholder Value(s) - March 1, 2019

The Millstein Center kicked off off its Counter-Narratives Project by convening corporate governance experts to discuss and debate “counter-narratives” to the conventional shareholder primacy paradigm—the theory that shareholder interests should be prioritized above the interests of all other stakeholders (including debtholders, employees, customers, suppliers, the environment, the community, and the corporation itself). 

The alternative theories, or “counter-narratives,” are critical of the limited perspective of the shareholder primacy construct and argue that such a narrow view encourages “short-termist” actors and behaviors which have contributed to economic malaise and increasingly skewed distribution of wealth. These counter-narratives propose possible methods of better balancing the interests of all stakeholders and measuring the success of a corporation through means which transcend simple shareholder wealth maximization.

The “counter-narrators” included Saïd Business School Professor Colin Mayer, who recently organized a British Academy project on The Future of the Corporation and finished a book called Prosperity: Better Business Makes the Greater Good, and Chief Justice Leo Strine of the Delaware Supreme Court, who wrote a series of articles describing the reality of shareholder power and calling for better use of this power (“investing for the long-term”). SEC Commissioner Robert Jackson, a former Columbia Law Professor and former Executive Director of the Millstein Center, delivered the keynote address.

See the day’s agenda here, the conference materials here, and recordings of each of the sessions here. Executive summaries of each of the panels were also published in the Summer 2019 issue of the Journal of Applied Corporate Finance, available here.

Inaugural Roundtable on The Rise of Private Markets and the Decline of Public Equity - October 26, 2018

To kick off its initiative on the Rise of Private Markets and the Decline of Public Equity (part of the Future of the Corporation Project), the Millstein Center convened 30 participants from academia, regulatory agencies, and private equity and venture capital firms to discuss the key issues and formulate the initial research agenda. See the day's agenda here. 

The Millstein Center’s February 2019 white paper, Private Ownership at a Public Crossroads: Studying the Rapidly Evolving World of Corporate Ownership, outlines the path forward following the initial round-table and identifies topics for further research.