TCGD2006 - Programme

Controlling shareholders and corporate governance
Better monitors or more self-dealing?

27th June 2006
Charlemagne Building, Brussels

A free all-day conference co-sponsored by the American Law Institute and the European Corporate Governance Institute

Programme
Controlling shareholders have the potential to monitor managers better than do independent directors and the capital market. However, this response to the Berle-Means problem presents a different agency cost: the potential that the controlling shareholders will extract private benefits of control. Corporate governance rules and practices in the U.S. and in EU member states make it more or less difficult to accumulate a controlling position and are more or less rigorous in their policing of private benefits of control. This meeting will examine the difference in regulatory strategy both across the Atlantic and within the EU.
8.00-8.30	Registration and coffee
8.30-9.00	Welcome Alexander Schaub Director General, European Commission, DG Internal Market
	Antonio Borges Chairman, European Corporate Governance Institute, Vice-Chairman, Goldman Sachs International Lance Liebman Director of the American Law Institute, William S. Beinecke Professor of Law at Columbia University
Session 1 – The Economics of Large Shareholders and Regulation
This session focuses on the theoretical and available empirical evidence concerning the efficiency of controlling shareholder structures, and the different regulatory structures that bear on the availability and form of a controlling shareholder structure.
09.00-10.30	Moderator Marco Becht Professor of Finance and Economics, Université Libre de Bruxelles, ECGI Executive Director Briefings Patrick Bolton David Zalaznick Professor of Business, Columbia Business School, ECGI Fellow Panel Julian Franks Professor of Finance, London Business School, ECGI Fellow Ernst Maug Professor for Corporate Finance, Mannheim Business School David Reeb Associate Professor Finance, The Fox School of Business and Management, Temple University
10.30-11.00	Coffee
Session 2 – Keynote speech
11.00-12.00	Keynote speaker Charlie McCreevy European Commissioner for Internal Market and Services Q&A
12.00-13.30	lunch (provided at no cost to delegates)
Session 3– Comparative Regulation
This session focuses on the different legal regimes in the U.S. and within the EU that operate to limit and manage conflicts of interests between controlling shareholders, non-controlling shareholders and other corporate constituencies.
13.30-15.00	Moderator Ron Gilson Meyers Professor of Law and Business, Stanford Law School, Stern Professor of Law and Business, Columbia Law School, ALI member and Co-Reporter, ECGI Fellow Briefings on how it works in the U.S: William Allen Nusbaum Professor of Law and Business, Director, Center for Law and Business Director, New York University on how it works in the EU: Luca Enriques Professor of Business Law , University of Bologna Panel Theodor Baums Director of the Institute for Banking Law, Johann Wolfgang Goethe Universität, ECGI Fellow Brian Cheffins S J Berwin Professor of Corporate Law, Faculty of Law, Cambridge University, ECGI Fellow Stephen Fraidin Partner, Kirkland & Ellis LLP
Session 4 – Keynote speech
15.00-16.00	Keynote speaker Cynthia A Glassman SEC Commissioner Q&A
16.00-16.30	Coffee
Session 5 – Oxford Union-style debate
16.30-18.00	Motion: “This House believes it is acceptable to vest different classes of shares with different voting rights“
	Proposing the motion: Jacob Wallenberg Chairman of the Board of Investor AB Franklin Allen Nippon Life Professor of Finance and Economics, The Wharton School, University of Pennsylvania, ECGI Fellow Opposing the motion: Roderick Munsters Chief Investment Officer, ABP Investments Peter Montagnon Director of Investment Affairs, Association of British Insurers Laura Poots past President of the Oxford Union in the chair
Session 6 – Summing up
18.00-18.15	Ron Gilson Meyers Professor of Law and Business, Stanford Law School, Stern Professor of Law and Business, Columbia Law School, ALI member and Co-Reporter, ECGI Fellow Marco Becht Professor of Finance and Economics, Université Libre de Bruxelles, ECGI Executive Director

18.15-19.15	Post-conference reception Venue: Charlemagne Building

The ECGI is grateful for support for the 2006 Conference from

Telecom Italia	The European Commission	Goldman Sachs International