Loyalty Shares

Loyalty Shares

  • 07 December 2018
  • NYU School of Law

*** Click here to read the event summary report ***

 

The Roundtable focused on loyalty shares as a legal solution for encouraging long-term ownership, a concept that is gaining traction in Europe with the support of the European Commission, and has also attracted interest in the United States. Loyalty shares that confer additional voting rights have a long tradition in France, were recently introduced in Italy, and are expected to be introduced in an ongoing reform of Belgian company law. In the U.S., loyalty shares with “tenure voting” or “time-phased voting” have appeared in a small number of companies and are included in the listing requirements for the newly proposed “Long Term Stock Exchange” (LTSE).  Loyalty shares might also confer additional cash-flow rights to long-term holders rather than votes. This Roundtable critically examined these developments, with the goal of evaluating whether loyalty shares have a future in the U.S. and whether they should.

 

Location

Lester Pollack Colloquium Room | 9th floor of Furman Hall | 245 Sullivan Street (view campus map)

 

Organisers

Marco Becht, Solvay Brussels School, ECGI and CEPR

Edward Rock, NYU Law and ECGI

 

Schedule

09:00: Registration

09:30: Welcome & Introduction

09:45 - 11:15: Session 1

11:15 - 11:30: Coffee break

11:30 – 12:45: Session 2

12:45 - 13:45: Lunch

13:45 – 15:45: Session 3

15:45 - 16:00: Conclusion and Summing Up

 

Contact

Programme queries should be directed to Marco Becht (Marco.Becht@ecgi.org)

or Edward Rock (edward.rock@nyu.edu)

Practical queries should be directed to Elaine McPartlan (roundtables@ecgi.org)

 

Programme Outline

The event is structured around presentations which are intended to stimulate further interventions and discussion between all attendees. The use of slides is possible but not necessarily encouraged. The prior distribution of written material is encouraged.

Participants

 

Mr.

Frederick

Alexander

Head of Legal Policy

B Lab

Prof.

Marco

Becht

Professor

Solvay Brussels School of Economics and Management

Dr.

Anat

Beck

Jacobson Fellow

NYU

Ms.

Allison

Bennington

Chief Legal Officer

ValueAct Capital

Mr.

David J.

Berger

Litigation Partner

Wilson Sonsini Goodrich & Rosati

Prof.

Ilya

Beylin

Acting Assistant Prof.

NYU Law

Mr.

Robert

Bishop

PhD Student

Yale School of Management

Prof.

Alon

Brav

Professor

Duke University

Prof.

Karen

Brenner

Professor

NYU

Prof.

Francois

Brochet

Associate Professor

Boston University

Dr.

Emiliano

Catan

Associate Professor of Law

New York University

Mr.

Federico

Cenzi Venezze

Attorney/Researcher

Cleary Gottlieb Steen & Hamilton LLP

Mr.

Bill

Chandler

Partner

Wilson Sonsini Goodrich & Rosati

Mr.

Casey

Cogut

Retired Partner

Simpson Thacher & Bartlett LLP

Mr.

Isaac

Corre

Chief Executive Officer

Governors Lane

Mr.

Patrick

Corrigan

Wagner Fellow in Law & Business

New York University School of Law

Ms.

Carolyn

Dee

 

LTSE

Dr.

Marco

Dell'Erba

Post-Doctoral Global Fellow

NYU School of law

Ms.

Michelle

Edkins

Managing Director | Global Head of BlackRock Investment Stewardship

BlackRock

Prof.

Jill

Fisch

Saul A. Fox Distinguished Professor of Business Law

University of Pennsylvania Law School

Mr.

Stephane

Fisch

Associate

Evercore Partners

Mr.

Stephen

Fraidin

Partner

Cadwalader Wickersham & Taft, LLP

Prof.

Ronald J

Gilson

Stern Professor of Law and Business

Columbia Law School

Ms.

Michelle

Greene

Chief Policy Officer

The Long-Term Stock Exchange

Prof.

Assaf

Hamdani

Associate Professor, Faculty of Law

Tel Aviv University

Mrs.

Petra

Hedengran

General Counsel

Investor AB

Mr.

Henry

Hu

Allan Shivers Chair in Law of Banking & Finance

University of Texas Law School

Prof.

Wei

Jiang

Arthur F. Burns Professor of Free and Competitive Enterprise

Columbia Business School

Mr.

David

Katz

Partner

Wachtell, Lipton, Rosen & Katz

Mr.

Roy

Katzovicz

Managing Member of Saddle Point Management

Saddle Point Management

Mr.

David

Klafter

Senior Counsel

Pershing Square Capital Mgmt

Mr.

Scott

Luftglass

Litigation Partner

Fried Frank

Mr.

Bob

McCormick

Managing Director

PJT Camberview

Mr.

Andrew

McKinley

Research Scholar

New York University School of Law

Ms.

Geeyoung

Min

Adjunct Professor

Columbia Law School

Prof.

Gabriel

Rauterberg

Assistant Professor of Law

University of Michigan Law School

Prof.

Edward

Rock

Professor of Law

NYU Law School

Prof.

Joshua

Ronen

Professor of Accounting

Stern School of Business, NYU

Mr.

Jim

Rossman

Managing Director and Head of Corporate Preparedness

Lazard Ltd.

Mr.

Paul J.

Shim

Partner

Cleary Gottlieb

Prof.

Eric

Talley

Isidor & Seville Sulzbacher Professor of Law

Columbia Law School

Mr.

Tom

Vos

PhD Student

KU Leuven (visiting Harvard)

Mr.

John

Wilcox

Chairman

Morrow Sodali

 

Information

Address:
NYU School of Law, Furman Hall, 245 Sullivan Street, New York, NY 10012, USA
Contact:
Elaine McPartlan
European Corporate Governance Institute (ECGI)

Friday, 7 December 2018

09:00
- 09:30

Registration

09:45
- 11:15

Session 1

11:15
- 11:30

Coffee Break

11:30
- 12:45

Session 2

12:45
- 13:45

Lunch

13:45
- 15:45

Session 3

Speakers

Fellow Research Member Institutional Member Board Member

Presentations

Back to all presentations

Welcome and Introduction

Time:
09:30h
- 09:45h

Speakers

Fellow Research Member Institutional Member Board Member

Loyalty Shares with Tenure Voting - A Coasian Bargain? Evidence from the Loi Florange Experiment

Back to all presentations

Loyalty Shares with Tenure Voting - A Coasian Bargain? Evidence from the Loi Florange Experiment

Time:
09:45h
- 11:15h

Background reading

Becht, Marco and Kamisarenka, Yuliya and Pajuste, Anete, Loyalty Shares with Tenure Voting - A Coasian Bargain? Evidence from the Loi Florange Experiment (April 2018). European Corporate Governance Institute (ECGI) - Law Working Paper No. 398/2018. Available at SSRN:  https://ssrn.com/abstract=3166494 or http://dx.doi.org/10.2139/ssrn.3166494

Speakers

Fellow Research Member Institutional Member Board Member

Discussants

Back to all presentations

Will Tenure Voting Give Corporate Managers Lifetime Tenure?

Time:
11:30h
- 12:45h

Background reading

Edelman, Paul H. and Jiang, Wei and Thomas, Randall S., Will Tenure Voting Give Corporate Managers Lifetime Tenure? (February 1, 2018). Vanderbilt Law Research Paper No. 18-04; European Corporate Governance Institute (ECGI) - Law Working Paper No. 384/2018. Available at SSRN: https://ssrn.com/abstract=3107225 or http://dx.doi.org/10.2139/ssrn.3107225

Speakers

Discussants

Back to all presentations

General Discussion, Conclusion and Summing Up

Time:
15:45h
- 16:00h

Speakers

Fellow Research Member Institutional Member Board Member

Panel Discussions