Conference programme

Unicorns have provided some of the wildest rides of the past
decade. The concepts of ‘rocket fuel’ venture capital funding,
‘hero’ founders, public and private valuations seemingly
decoupled from convention, high-vote founder shares and voting
agreements, a forward-leaning lingo of ‘disruption’, ‘space
race’, ‘massively scalable’ and ‘paradigm shift’ have all been the
hallmarks of a trend whose time has come and, perhaps, is moving
into a new phase. This has been accompanied by some of the
most notable governance trends and events of the fi nancial cycle,
many of them surrounding the question of the proper balance
between founder autonomy and board and shareholder oversight.
This panel will explore some of these themes, including some
predictions of how they may continue to evolve going forward.

This panel will cover current trends in shareholder and investor
activism, discussing both long and short strategies and the target’s
response. Topics will include:
• Measures needed to prepare
• Interactions between target and activist in a non-public
approach
• Agreements between company and activist
• Public campaigns and the target’s reaction
• Response to short attacks
• Capital markets law restrictions, in particular the communication
of inside information and insider trading
• ESG-activism

Institutional investors, employees, customers, governments
and regulators and the broader society have increasingly high
expectations of companies. These high expectations extend to
corporate purpose, corporate impact and capital allocation and
raise the question of whether a short-term focus on maximizing
stock prices and shareholder value has had unintended
consequences, undermined sustainable and resilient business
models and even reduced long-term profi tability.
How companies have been navigating the COVID-19 pandemic,
geopolitical shocks and the war in Ukraine, intensifying social
inequalities and unrest, climate change, infl ation, employee
demands and ESG and stakeholder-driven concerns alongside
investor pressure have only sharpened the importance of these
issues and revealed the stakes involved.
This panel will feature a vigorous debate and discussion on
whether a vision for corporate purpose that empowers the
private sector to look beyond immediate stock prices and
balance and prioritize a wide range of stakeholder interests
(including employees, customers, suppliers, communities and the
economic and society as a whole) is realistic and the prospects for
corporations delivering on broader corporate responsibilities and
achieving stronger and sustained profi tability and impact for the
benefi t of all constituencies—including a renewed embrace of a
reinvigorated capitalism. It will also address emerging regulatory
responses and how boards of directors, CEOs and policymakers
are navigating and short-termist pressures, hedge fund activist
attacks, ESG-related activism, proxy advisory fi rm withhold
recommendations related to social issues. Renewed efforts by
the Business Roundtable, World Economic Forum International
Business Council and other private sector efforts to defi ne and
measure corporate success in ways that embrace stakeholders as
well as shareholders will also be discussed.

Executive compensation continued to be front and centre for
boards of directors, employees (especially senior management),
shareholders, and other stakeholders and proxy advisory fi rms.
The impact of the Covid-19 pandemic has been, and continues
to be, signifi cant on the compensation structures for many
companies and on the ultimate payouts under compensation
programs. On the other hand, some companies have thrived
during the pandemic and transactional activity has been strong
(including a larger number of special purpose acquisition company
(SPAC) deals), driving the creation of signifi cant pay packages and,
in particular, the grant of large equity-based awards.
This session will explore recent corporate governance
developments and activity in the executive compensation area
over the past year, with a view towards addressing relevant
considerations in the upcoming year. Special attention will be
given to performance-based compensation (including short-term
and long-term incentives), an overview of key European and US
compensation trends over the past year and recent regulatory
developments.

Studies show that companies with employees on boards were
better able than other companies to navigate through a crisis.
Are companies better off with employee representation on their
boards? This session’s objective is to review the impact of different
corporate governance models of employee representation on
boards and identify the benefi ts hereof for corporate performance.
The discussion will focus both on the German corporate
governance model (which is often seen as the role model for
employee representation in boards) and company experience
with employee representation in boards from a general counsel’s
perspective.

In recent years, we have seen a ‘clash of corporate cultures’.
New competitors with an attractive working environment and
fl at hierarchies granting people ample room to develop and
pursue their interests have emerged and gained market shares
across a broad variety of industries. In response, well-established
companies have been responding by becoming faster, more agile
and by fostering an entrepreneurial spirit among its workforce.
The board of directors is key in either case, as it sets the tone at
the top. In this session, we discuss the role of the board, ways of
promoting changes in corporate culture, the many obstacles to
cultural change and how to overcome them.