Registration, Breakfast & Networking
8:00 - 9:00 AM

Managing the Impact of the Economic Climate on Investor Relations
9:15 - 10:05 AM
Interaction between companies and investors has been changing, due largely to the challenging economic climate. Given global economic conditions, changing fund flows, and the impact of emerging media, companies are reassessing IR strategies. This session will examine ways corporations can constructively engage institutional investors and influence global investor sentiment.
MODERATOR: CHARLES M. ELSON, University of Delaware
PANELISTS: DON DE LARIA, Regal Entertainment Group; ELIZABETH SAUNDERS, FD

The Purpose of the Proxy Access Initiative
10:10 - 11:00 AM
Rule 14a-11 would ease the financial and administrative burden on investors seeking to nominate board directors, and improve investors' ability to influence corporate strategy. Panelists discuss the changes being considered and how these changes will help to protect the value of their investments.
MODERATOR: DAVID ROSEWATER, Schulte Roth & Zabel
PANELISTS: PHIL GOLDSTEIN, Bulldog Investors; ANNE SHEEHAN, CalSTRS; CHRISTOPHER YOUNG, RiskMetrics

Case Studies of Successful Corporate Defenses
11:30 - 12:00 PM
David Katz is one of the nation's leading corporate attorneys. He has defended corporations across many industries from aggressive activist campaigns. David shares a variety of cases, walking through the circumstances of the corporations, the tactics of the activist investors, and the strategies that resulted in a successful defense.
SPEAKER: DAVID KATZ, Wachtell, Lipton, Rosen & Katz

The Activists' Toolkit
12:05 - 12:55 PM
Activist shareholders are employing more sophisticated tactics in their challenges to corporate boards. New rules and recent rule amendments have opened the door for strategies such as "withhold vote" campaigns. In this session, we look at recent trends in activist campaigns and focus on the tools and strategies that have proven effective.
MODERATOR: STEVE WOLOSKY, Olshan Grundman Frome Rosenzweig & Wolosky
PANELISTS: MARK HARNETT, MacKenzie Partners; ERIC ROSENFELD, Crescendo Partners, STEVE WOLOSKY, Olshan Grundman Frome Rosenzweig & Wolosky

Case Study: The First-Time Activist - Dialectic Capital's Successful Proxy Campaign at California Micro Devices
2:05 - 2:35 PM
This case study of a successful activist campaign takes investors through the steps of: assessment and feasibility analysis including review of bylaws, corporate charters, shareholder base, business analysis; strategy formulation; strategy implementation; and progress monitoring. John Fitchorn shares his experience as a first-time activist and Bryant Riley discusses his experience of having participated in 35 successful activist campaigns.
SPEAKERS: JOHN FICHTHORN, Dialectic Capital; BRYANT R. RILEY, B.Riley & Co.

Assessing the Vulnerability of a Board of Directors
2:40 - 3:30 PM
While there are various areas that make a company potentially a "sitting duck," such as poor financial and operating performance and a low stock price, the focus of this panel of proxy contest veterans is on assessing how the composition, leadership, governance, operations and compensation of a board of directors can make a company unduly vulnerable to an activist shareholder.
MODERATOR: KEITH GOTTFRIED, Blank Rome
PANELISTS: BOB BUTTER, Veritas Communications; JARED LANDAW, Barington Capital; PAUL SCHULMAN, The Altman Group; ANDREW SHAPIRO, Lawndale Capital

What do Proxy Contests Achieve? Evaluating the Effectiveness of Hybrid Boards
3:35 - 4:05 PM
This presentation evaluates the effectiveness of the 120 U.S. public company hybrid boards created between 2005 and 2008, measuring their ability to drive changes in governance profile and corporate strategy as well as the relative return they produced for their shareholders over one and three year periods after the proxy contests which produced them.
SPEAKER: CHRIS CERNICH, PROXY Governance

Defining Corporate Governance
4:10 - 5:00 PM
Corporate board members and activist investors both say that what they are working towards is good corporate governance.  It would help to facilitate productive communication if all parties understood the others' viewpoint.  In this session, the panelists discuss what they mean by good corporate governance and how the various definitions affect strategy.
MODERATOR: CARL T. HAGBERG, Carl T. Hagberg and Associates
PANELISTS: TIMOTHY BROG, Locksmith Capital; FRODE JENSEN, Holland & Knight; RACHEL POSNER, Georgeson; DARLA STUCKEY, Society of Corporate Secretaries & Governance Professionals

Closing Remarks
5:00 PM

The Changing Regulatory Landscape
9:05 - 9:55 AM
The investment world has seen a flurry of new rules and amendments proposed. This panel provides a comprehensive review of  these proposals and examines their possible impact on investors, corporate boards and other stakeholders. Rules to be discussed include: Amendments to Rules Requiring Internet Availability of Proxy Materials, Proxy Disclosure and Solicitation Enhancements, Shareholder Approval of Executive Compensation of TARP Recipients, and Facilitating Shareholder Director Nominations.
MODERATOR: JEFFREY MORGAN, National Investor Relations Institute
PANELISTS: JOHN GLENN GRAU, Investorcom; DOUGLAS CHIA, Johnson & Johnson; RICHARD P. SWANSON, Arnold & Porter

Executive Compensation Strategies - Balancing Corporate Management Goals and Investor Concerns
10:00 - 10:50 AM
Few business topics are as contentious as executive compensation. Corporate boards insist that they must be able to offer competitive compensation packages in order to recruit and retain the best talent. Investors feel that executive compensation packages are completely out of alignment with corporate performance. This panel, representing both investors and corporate management, shares ideas for ensuring that compensation packages serve their purpose and are acceptable to all stakeholders.
MODERATOR: JUSTIN LEVIS, Council of Institutional Investors
PANELISTS: HYE-WON CHOI, TIAA-CREF; PAUL HODGSON, The Corporate Library; MATTHEW LEPORE, Pfizer

Proxy Fights in Canada: The Strategic Alternative to Takeover Bids
11:20 - 12:10 PM
With more than 30 proxy fights launched since January, shareholder activism is at an all time high in Canada. This increased power in the hands of investors has put Canadian public companies on alert. Join us for this interactive panel discussion, with speakers from the United States and Canada, and find out what companies, directors and investors need to know to take advantage of - and defend against - proxy fights.
MODERATOR: WALIED SOLIMAN, Ogilvy Renault
PANELISTS: WES HALL, Kingsdale Shareholder Services; ORESTES PASPARAKIS, Ogilvy Renault; SPENCER L. SCHNEIDER, Kingsway Financial Services

The Accidental Activist
12:15 - 12:45 PM
The all too often reality many portfolio managers face is that a company that they initiated and maintain a position in requires more attention than the manager had originally intended -- necessitating either more capital and/or management/director changes.  This situation is not limited to an existing portfolio position but may include a new investment opportunity that the manager believes requires similar changes prior to making any such investment.  This panel discusses how to assess an investment opportunity so that the investor does not become an accidental activist.
MODERATOR: DOUGLAS ELLENOFF, Ellenoff, Grossman & Schole
SPEAKERS: DAVID BORIS, Pali Capital; ROBERT L. FROME, Olshan Grundman Frome Rosenzweig & Wolosky; ERIC ROSENFELD, Crescendo Partners

Case Study: Shamrock Capital Advisors' Successful Proxy Campaign at Texas Industries
1:55 - 2:25 PM
Dennis Johnson discusses the Shamrock Activist Value Fund's successful proxy contest at Texas Industries Inc (TXI). This case study covers the circumstances leading up to the decision to run a proxy contest and goes through the review process for launching and conducting the proxy contest, and Shamrock's three shareholder proposals. Finally, Dennis discusses the changes implemented at TXI since he has joined the board.
SPEAKER: DENNIS JOHNSON, Shamrock Capital Advisors

Strategies and Tactics for Responding to Investor Activism
2:30 - 3:20 PM
This panel of experts discusses the issues that should be considered when counseling boards of directors and management teams on how companies should respond to demands made by an activist investor. The discussion  covers: proactive steps that public companies can take before the proxy fight, tactics currently being employed by activists, how to run a successful proxy response campaign coordinating the Public Relations, Legal, Proxy and Management resources at your disposal.
MODERATOR: STEVE BALET, Okapi Partners
PANELISTS: SARA ANTOL, Tollgrade Communications; JEFFREY SHAPIRO, Lowenstein Sandler; MATTHEW SHERMAN, Joele Frank, Wilkinson Brimmer Katcher

Case Study: The Successful Defense by Target Corporation against the Proxy Campaign by Pershing Square Capital Management
3:25 - 4:15 PM
Pershing Square Capital Management, led by experienced activist investor William Ackman, waged a vigorous and very public campaign to get four directors placed on Target's board. Target waged an equally vigorous defense and retained the confidence of shareholders. The panelists discussing this case all worked on Target's defense. The session walks through Target's strategy and provides background information on how tactics were coordinated.
MODERATOR: MARK HARNETT, MacKenzie Partners
PANELISTS: JOELE FRANK, Joele Frank, Wilkinson Brimmer Katcher; DAVID KATZ, Wachtell, Lipton, Rosen & Katz

Closing Remarks
4:15 PM