Conference Overview

The Lowell Milken Institute for Business Law and Policy at UCLA School of Law is pleased to present its second annual Private Fund Conference and accompanying Private Fund Report.  

Please join us on March 18, 2015, as we host a group of distinguished panelists examining the state of private funds and the role of activist investors.  Panelists were selected to represent the wide range of views and opinions on activist funds, their role and their implications for the future. Our panel includes managers of large institutional investors, some California’s leading activist fund managers, as well as top legal and financial advisors to activist shareholders and their targets.

The 2015 Private Fund Report: The Role of Activist Funds will be released March 18, 2015, at the Conference.  The Conference and accompanying Report are intended to provide a forum for a conversation about the many important issues surrounding activist funds in our economy.  

We look forward to your participation.

Conference Report

Conference Agenda: March 18, 2015

8:00 am - Registration and Continental Breakfast
8:30 – 9:20 am - Marshall S. Sprung, Co-Chief SEC Asset Management Unit
9:30 – 10:45 am - Panel One: Point-Counterpoint: Is Shareholder Activism Good for the Public Company?
11:00 am – 12:15 pm - Panel Two: Activist Funds and Their Targets
12:45 – 2:00 pm - Lunch with Keynote Address:
Anne Sheehan
, Director of Corporate Governance, California State Teachers’ Retirement System
2:15 – 3:30 pm - Panel Three: The Role of Activist Funds in the Institutional Portfolio

Patrick Foulis’ articles in The Economist can be found here:
http://www.economist.com/news/briefing/21642175-sometimes-ill-mannered-speculative-and-wrong-activists-are-rampant-they-will-change-american

http://www.economist.com/news/leaders/21642169-why-activist-investors-are-good-public-company-capitalisms-unlikely-heroes

Professor Bainbridge’s rejoinder can be found here:
http://www.professorbainbridge.com/professorbainbridgecom/2014/02/everything-the-economist-says-about-shareholder-activism-is-wrong.html

http://www.professorbainbridge.com/professorbainbridgecom/2015/02/the-economist-remains-ineducable-on-the-subject-of-shareholder-activism.html

Conference Location Directions and Parking

The 2015 Private Fund Conference will be held at:

UCLA Covel Commons
Horizon Grand Ballroom
200 De Neve Drive
Los Angeles, California, 90095

A UCLA Campus map is attached here. The map identifies directions to Covel Commons and relevant parking locations.

FREE PARKING AT COVEL COMMONS IS AVAILABLE TO THE FIRST 85 ATTENDEES TO ARRIVE. 

UPON ARRIVAL PLEASE PROVIDE THE PARKING ATTENDANT WITH CONFIRMATION NUMBER 457640.

IF YOU ARE NOT AMONG THE FIRST 85 TO ARRIVE, ALTERNAIVE PARKING DIRECTIONS ARE INCLUDED BELOW.

Directions to UCLA Covel Commons and Parking Instructions 

  1. From the 405 Freeway, exit on Sunset Blvd.  Proceed EAST on Sunset Blvd. and enter the campus by turning RIGHT onto Bellagio Drive. 
  2. If coming from Sunset Blvd. headed WEST, turn LEFT onto Bellagio Drive.
  3. Proceed to the stop sign at the top of the hill. Turn LEFT at the stop sign onto De Neve Drive.
  4. Proceed 3/10 of a mile down the hill to the PSV (Sunset Village) parking structure. The structure will be on your right.
  5. If arriving before 9:45 a.m. please present your CONFIRMATION NUMBER 457640 to the parking attendant and park where instructed. (See Steps 7-10 for directions from the PSV parking structure to the Conference venue.)
  6. If arriving after 9:45 or if all the pre-paid spaces have already been claimed, you may Park on the first level (P1) in any space marked “Pay & Display.” Go to a self-service Daily Visitor Pay Station located by the parking lot entrance or to the left of the main elevator. Follow posted instructions to purchase parking.  The kiosk will dispense a parking pass. Place the pass on your car dashboard so it is visible through the driver’s side of the windshield. Parking permits are good for only one lot (i.e., you may not move your car to another lot without paying an additional charge).
  7. Take the elevator or stairs (located in the southwest corner of the parking garage) to the Lobby level (L). The Covel Commons building will be directly in front of you as you exit the elevator.
  8. Approach the building and turn RIGHT and walk along the outside of the Covel Commons building. Turn LEFT at the corner of the building and proceed to the entrance. Follow the signs or check with the front desk staff for further information about your event.
  9. Take the elevator or stairs (located in the southwest corner of the parking garage) to the Lobby level (L). The Covel Commons building will be directly in front of you as you exit the elevator.
  10. Approach the building and turn RIGHT and walk along the outside of the Covel Commons building. Turn LEFT at the corner of the building and proceed to the entrance. Follow the signs or check with the front desk staff for further information about your event.
  11. If arriving after 9:45 or spaces at the PSV (Sunset Village) are filled, you should proceed to LOT 7.  Make a RIGHT to exit the PSV lot onto De Neve Drive.  When the road dead ends, make a LEFT onto Charles E. Young Drive North.  You will pass LOT 7 on your RIGHT but continue past. 
  12. Proceed to the stoplight intersection at Charles E. Young Drive North and Westwood Blvd.  Make a RIGHT and proceed down the ramp.  A parking kiosk is at the bottom of the ramp where you can purchase a day pass for $12. 
  13. Once you have purchased a day pass please exit LOT 4 and make a LEFT onto Charles E. Young Dr. North.  Proceed to LOT 7 and make a LEFT.
  14. Once inside LOT 7, make a RIGHT and then another RIGHT down into the parking garage (you will now be heading NORTH).  In the NE corner of LOT 7 there are stairs, if you proceed to the middle of the NORTH side of LOT 7 there is an elevator. Either the stairs or elevator will take you to Charles E. Young Drive North. 
  15. When you exit go up the hill (going EAST).  When Charles E. Young Drive meets De Neve Drive cross the street and proceed to PSV and follow instructions 7 & 8 above.

We recommend that you allow 15 minutes for parking.

Lodging Information:

Hilgard House Hotel
927 Hilgard Avenue
Los Angeles, CA 90024
Reservations: 800-826-3934
(t) (310) 208-3945
(f) (310) 208-1972
www.hilgardhouse.com
W Hotel
930 Hilgard Ave.
Los Angeles, CA 90024
(t) (310) 208-8765
(f) (310) 824-0355
www.wlosangeles.com
Hotel Palomar
10740 Wilshire Blvd.
Los Angeles, CA 90024
Reservations: 800-472-8556
(t) (310) 475-8711
(f) (310) 475-5220
www.hotelpalomar-lawestwood.com

The Panelists

Keynote

Anne Sheehan is the Director of Corporate Governance for the California State Teachers’ Retirement System (CalSTRS), the largest teacher’s public pension fund in the USA. Ms. Sheehan is responsible for overseeing all corporate governance activities for the fund including proxy voting, company engagements and managing activists fund managers. In October 2008, after nearly three decades of senior management and leadership experience addressing complex legislative, regulatory and public finance issues, Ms. Sheehan joined CalSTRS as the new director of corporate governance. Prior to CalSTRS, Ms. Sheehan served as chief deputy director for policy at the California Department of Finance, where she sat as a member of the Teachers’ Retirement Board, the governing body of CalSTRS, in addition to more than 40 other high-profile state boards, commissions and public authorities. Ms. Sheehan also has policy experience at the federal level, having served as the deputy assistant secretary for Congressional Affairs with the U.S. Department of Energy. Ms. Sheehan currently serves as the Chair of the Council of Institutional Investors, is a member of the SEC Investor Advisory Committee, the NASDAQ Listing Council, the Sustainability Accounting Standards Board (SASB) and serves on the Advisory Board of the Weinberg Center for Corporate Governance at the University of Delaware. Ms. Sheehan was named one of the 100 most influential people on corporate governance by Directorship magazine in 2009, 2010, 2011 and 2012. She is a graduate of the University of Colorado.

Introduction

Marshall S. Sprung is Co-Chief, of the SEC Asset Management Unit, a national specialized unit that focuses on investment advisers, investment companies and private funds. Prior to his appointment, Mr. Sprung has supervised investigations involving all key enforcement program areas, including numerous matters involving investment advisers, private funds and mutual funds. He played a central role in the successful enforcement actions against investment adviser AXA Rosenberg and its founder for concealing a significant error in the computer code of a quantitative investment model that the firm used to manage client portfolios. Mr. Sprung  joined the SEC in 2003 after working for five years as a litigation associate at Gibson, Dunn & Crutcher in Los Angeles and serving as a law clerk to the Honorable A. Joe Fish on the U.S. District Court in Dallas. Marshall received his J.D. from New York University School of Law in 1996 and his undergraduate degree with honors from Brown University in 1993.

Panel One - Point-Counterpoint:  Is Shareholder Activism Good For the Public Company?

Stephen Bainbridge is a Distinguished Professor of Law at UCLA School of Law. Professor Bainbridge is a prolific scholar, whose work covers a variety of subjects, but with a strong emphasis on the law and economics of public corporations. He has written over 90 law review articles and his most recent books include: Corporate Governance After the Financial Crisis (2012); Business Associations: Cases and Materials on Agency, Partnerships, and Corporations (8th ed. 2012) (with Klein and Ramseyer); Agency, Partnerships, and Limited Liability Entities: Cases and Materials on Unincorporated Business Associations (3d ed. 2012) (with Klein and Ramseyer); Mergers and Acquisitions (3d ed. 2012); and The New Corporate Governance in Theory and Practice (2008).  In 2008, 2011, and 2012, Professor Bainbridge was named by the National Association of Corporate Directors' Directorship magazine to its list of the 100 most influential people in the field of corporate governance. His blog, ProfessorBainbridge.com, has been repeatedly named by the ABA Journal as one of the Top 100 Law Blogs.
Patrick Foulis is The Economist's New York Bureau Chief and US Business Editor, appointed in 2014. Mr. Foulis joined The Economist in 2008. Before moving to New York he set up a new editorial bureau for The Economist in Mumbai, where he was based for four years as India Business Editor. Prior to that he was Banking Editor and Finance Correspondent.  Mr. Foulis has written extensively on the global financial crisis, the eurozone, business and finance in Asia and international corporations. He is the author of The Economist's special reports on business in Asia, business in India and banking in emerging markets. He and four colleagues won a Gerald Loeb Award in 2012 for the Economist's coverage of the eurozone crisis.  Before joining The Economist Mr. Foulis worked at the Financial Times, where he was deputy editor of the Lex Column, and as a sell-side analyst in London, mainly on UBS Warburg's number-one ranked European telecoms team. Mr. Foulis graduated with a double first class degree in social and political sciences from Cambridge University and was born and brought up in Scotland. 
Alison Ressler (Moderator) is a Partner at Sullivan & Cromwell and is leading authority on mergers and acquisitions, corporate governance and capital markets transactions.  She has been recognized by The American Lawyer as “Dealmaker of the Week” for her role advising Valeant in its acquisition of Salix Pharmaceuticals, “Dealmaker of the Year” for her role advising Barclays in the sale of Barclays Global Investors to BlackRock and “Dealmaker of the Week” and “Dealmaker in the Spotlight” for her role in the acquisition of Skype by Microsoft from an investor group led by Silver Lake, (as counsel to both Skype and Silver Lake). She provides advice to domestic and international corporations, private equity investors, boards of directors and financial advisers for a wide range of transactions in regulated and unregulated industries.  Ms. Ressler is a member of S&C’s Management Committee, serves as co-head of the Global Private Equity Group and is responsible for the Firm’s practice in California.  She is regularly recognized as a leading lawyer and at the top of the legal profession – in California, the United States and globally – by a variety of publications and guides covering the profession. In 2014, she was named “Legal Advisor of the Year” by The M&A Advisor and was honored by The Best Lawyers in America for her work in Private Equity. She is regularly recognized for her work in Mergers & Acquisitions/Private Equity, Corporate Governance and Capital Markets by such authorities as Chambers Global and Chambers USA, Euromoney’s Guide to the World’s Leading Lawyers, and The Best Lawyers of America, among many others.

Panel Two - Activist Funds and Their Targets

Iman Anabtawi (Moderator) is a Professor of Law at UCLA School of Law.  Professor Anabtawi teaches in the Corporate Law Specialization with an emphasis on teaching transactional skills courses.  At Oxford University, Professor Anabtawi was a Marshall Scholar, receiving and M.A. (in philosophy, politics and economics).  At Stanford Law School, she was articles editor of the Stanford Law Review, won the Hilmer Oehlmann, Jr. First Year Writing Award, and received the John M. Olin Prize in Law and Economics.  She clerked for the Honorable Laurence H. Silberman of the U.S. Court of Appeals for the D.C. Circuit, and then Justice Sandra Day O’Connor of the U.S. Supreme Court.  She then spent eight years with the firm of O’Melveny &Myers where she practiced both tax and corporate law. During this time Professor Anabtawi specialized in mergers and acquisitions, joint ventures and strategic alliances, funds and acquisition vehicles, and financial products, as well as general corporate representation.
James R. Gregory is Chairman of Tenet Partners. Mr. Gregory is a leading expert on brand management and has developed new strategies for measuring the power of corporate brands and their impact on a corporation's potential financial performance. Mr. Gregory focuses on valuing and managing corporate brands like other business assets. Prior to Tenet Partners, Mr. Gregory was the CEO of Tenet’s predecessor, CoreBrand, a global brand consulting firm and leader in corporate brand and brand identity for more than 25 years.
David C. Karp is a Partner at Wachtell, Lipton, Rosen & Katz, a leading law firm for the representation of corporations and their boards in shareholder activist situations. Mr. Karp’s practice concentrates on mergers and acquisitions, corporate governance, shareholder activism defense and corporate and securities law matters. Mr. Karp was named Dealmaker of the Year by the American Lawyer in 2006 for his work advising the New York Stock Exchange in its acquisition of Archipelago Holdings and the NYSE's subsequent initial public offering. In 2008, the International Financial Law Review recognized the cross-border merger of the NYSE Group and Euronext, in which Mr. Karp advised the NYSE Group, as the M&A Deal of the Year. Mr. Karp earned a J.D. with honors from the University of Chicago Law School in 1993, where he was a member of The University of Chicago Law Review and an A.B. magna cum laude from Harvard in 1990. Following graduation from law school, he clerked for the Honorable J. Daniel Mahoney of the United States Court of Appeals for the Second Circuit.
Darren Novak is a Senior Vice President in Houlihan Lokey’s Mergers & Acquisitions Group. He specializes in advising companies on public and private M&A transactions, particularly in activist shareholder situations and unsolicited transactions. Mr. Novak is based in the firm’s New York office. Before joining Houlihan Lokey, Mr. Novak was an M&A partner at Davies Ward Phillips & Vineberg LLP, a pre-eminent U.S.-Canada cross-border law firm, leading domestic and cross-border M&A transactions in a variety of industries, and specialized in hostile transactions. Prior to this, he worked in the M&A departments at Simpson Thacher & Bartlett LLP, the leading U.S. law firm representing private equity firms, as well as at White & Case LLP. During Mr. Novak’s career, he has focused on public M&A, with a particular emphasis on activist situations, unsolicited transactions, cross-border (Canada and Europe), and private equity transactions. During Mr. Novak’s career, his notable transactions include acting for P. Schoenfeld Asset Management in its campaign in connection with the MetroPCS/T-Mobile transaction; Xstrata plc in its hostile tender offer for Falconbridge Limited, the largest successful U.S.-Canada cross-border hostile transaction; the purchase by Amcor Limited of the Alcan Packaging business from Rio Tinto; and the sale of KinderCare Learning Centers, Inc. by KKR. Mr. Novak received an MBA and a J.D. from the University of Toronto, and a B.Comm. in Finance from the University of Alberta. Mr. Novak is admitted to the New York Bar.
Steve Wolosky is a partner at Olshan Frome Wolosky LLP, which has been consistently recognized as one of the leading firms for shareholder activist. Mr. Wolosky has spearheaded the firm’s Activist & Equity Investment Practice for more than 20 years. He is one of the leading lawyers in the country advising hedge funds and investment partnerships on activist situations in the United States and worldwide. Most notably, Mr. Wolosky led the pre-eminent proxy contest of 2014 representing Starboard Value’s unprecedented, victory in its election contest against Darden Restaurants, Inc. In international news-making cases, Mr. Wolosky represented foreign clients who successfully obtained board representation for the first time in both Japan and South Korea. Mr. Wolosky has led over 300 proxy contests for board representation in his career. He received his juris doctorate from Benjamin N. Cardozo School of Law in 1980 where he was a member of the Benjamin N. Cardozo School of Law, Law Review.  He received his B.A. from Brooklyn College of the City University of New York in 1977.

Panel Three - The Role of Activist Funds in the Institutional Portfolio

Alper Ince is a Managing Director and Sector Specialist of Pacific Alternative Asset Management Company (PAAMCO), leading independent fund of hedge funds investment firm. PAAMCO is regularly ranked as one of the most influential advisors in the hedge fund space. Mr. Ince is the Sector Specialist responsible for the management of long/short equity and event-driven equity hedge fund managers in the various PAAMCO portfolios. As a member of the Investment Oversight Committee, he is involved in all stages of the investment process. In addition, Mr. Ince is responsible for managing relationships with institutional investors. Prior to joining PAAMCO, Mr. Ince was an Associate Director at BARRA RogersCasey, a major pension-consulting firm, where he led the firm’s hedge fund investment and manager research efforts. He received his MBA in Finance from the University of Hartford, and earned a BS in Economics from METU Ankara (Turkey).
Christopher Kiper is a Partner and Managing Director for Legion Partners Asset Management, which engages in shareholder activism. Prior to founding Legion Partners, Mr. Kiper was involved in shareholder activism including serving as Portfolio Manager of the Shamrock Activist Value Fund. While at Shamrock, Christopher led proxy contests that resulted in the election of multiple directors and the passing of a variety of governance related shareholder proposals. Mr. Kiper began his career as an auditor with Ernst & Young LLP, where he primarily focused on the financial services industry. He is a former director of Reddy Ice Holdings. He graduated magna cum laude from the University of Nebraska at Omaha with a B.S.B.A in Accounting.
Timothy Spangler (Moderator) is the Director of Research of the Lowell Milken Institute and a partner in Sidley Austin LLP’s Los Angeles and New York offices. Mr. Spangler practices in the Investment Funds, Advisers and Derivatives group, where he regularly advises sponsors on the formation, structuring and negotiation of a wide variety of investment vehicles, as well as on the full spectrum of securities and regulatory issues typically associated with such transactions. Mr. Spangler has worked on a wide range of funds, including hedge funds, private equity funds, venture capital funds, funds of funds and funds investing in particular countries or sectors. Such vehicles have been formed in numerous jurisdictions, including the United States, the United Kingdom, the Cayman Islands, the Channel Islands, the Isle of Man, Bermuda, Mauritius, the Netherlands, Luxembourg, Germany and Ireland. His clients have included a full range of parties associated with funds - promoters, managers, advisers and investors.
Peter Stein is a Senior Consultant at Angeles Investment Advisors, which provides institutional investors with independent investment advice. Angeles Investment Advisors woks with many highly respected educational institutions, charitable foundations, non-profit organizations, governments, corporations and private investors. Prior to joining Angeles Investment Advisors, Mr. Stein worked as the Managing Director at the Presidio Group in San Francisco and as a Managing Director at Pacific Alternative Asset Management Company in Newport Beach, California. He was Chief Investment Officer at the University of Chicago and managing director at the Princeton University endowment. Mr. Stein received an A.B. in mathematics from Brown University and is a CFA Charter holder. He is a member of the investment committees of the Annenberg Foundation and the Rhode Island School of Design.
Glenn W. Welling is the Founder and Chief Investment Officer of Engaged Capital, a Newport Beach, California based activist hedge fund. At Engaged Capital, Mr. Welling is responsible for overseeing all aspects of the firm. Since its inception, Engaged Capital has fulfilled its goal of promoting change in companies such as Abercrombie & Fitch, AeroVironment and Rentech. Prior to Engaged Capital, Mr. Welling was a Principal and Managing Director at Relational Investors, a $6 billion activist equity fund. Mr. Welling also teaches executive education courses at the Wharton School of Business at the University of Pennsylvania, his alma mater.