I’ve been giving some thought to the dust up last year between Marty Lipton and other governance experts as to whether Pfizer’s initiative of having several of its independent directors meet with its largest institutional investors represented a landmark in the decline of director-centric corporate governance, and have also been thinking about what we mean when we talk about director-centric vs. shareholder-centric governance. The working text of a talk I gave on the subject last week at the Corporate Governance Center at the University of Tennessee in Knoxville, at the invitation of Joe Carcello and Joan Heminway, is available here. I plan to do some more work on this and turn it into an article later this year. In the meantime, I’d greatly appreciate comments.
-
Contributors:
-
HLS Faculty & Fellows
- Lucian Bebchuk
- Robert Charles Clark
- John Coates
- Allen Ferrell
- Oliver Hart
- Howell Jackson
- Reinier Kraakman
- Jim Naughton
- Mark Ramseyer
- Mark Roe
- Hal Scott
- Robert Sitkoff
- Holger Spamann
- Leo Strine, Jr.
- Guhan Subramanian
- Andrew Tuch
- Beth Young
-
Program Advisory Board
- Peter Atkins
- Joseph Bachelder
- Isaac Corré
- John Finley
- Byron Georgiou
- Robert Mendelsohn
- Theodore Mirvis
- Robert Monks
- James Morphy
- Toby Myerson
- Eileen Nugent
- Paul Rowe
- Rodman Ward
-
Guest Contributors
- John Armour
- Michael Barry
- Michal Barzuza
- Effi Benmelech
- Aaron Bernstein
- Carol Bowie
- J. Robert Brown, Jr.
- Andrew R. Brownstein
- Brian R. Cheffins
- Robin Mayns Cowles
- Martijn Cremers
- Stephen Davis
- Andrew Eggers
- Jay Eisenhofer
- Adam O. Emmerich
- Fabrizio Ferri
- Justin Fox
- Jesse Fried
- Robert Giuffra
- Phillip Goldstein
- Jeffrey N. Gordon
- Mark Gordon
- Holly Gregory
- Yaniv Grinstein
- Lawrence Hamermesh
- Steven Haas
- M. Todd Henderson
- Edward D. Herlihy
- Joseph Hinsey
- Cliff Holderness
- Marshall S. Huebner
- Chad Johnson
- Keith L. Johnson
- Steven Kaplan
- David Katz
- Stanley Keller
- E. Han Kim
- Peter Kinder
- Dale Kitchens
- April Klein
- Daniel Krasner
- David F. Larcker
- Gregg Levin
- Martin Lipton
- Jonathan R. Macey
- J.A. McCahery
- Mark Morton
- Charles Nathan
- John F. Olson
- Daniel F. Pedrotty
- Francis G.X. Pileggi
- Larry Ribstein
- Broc Romanek
- Roberta Romano
- Hillary Sale
- Robert S. Saunders
- John F. Savarese
- William Savitt
- A. Gilchrist Sparks
- Lynn Stout
- René M. Stulz
- Randall S. Thomas
- Andrea Unterberger
- Kristina Veaco
- J.W. Verret
- Peter J. Wallison
- Michael Weisbach
- Ivo Welch
- Luigi Zingales
-
Blogroll
- Activist Hedge Fund Investing
- Audit Trail Blog
- Business Associations Blog
- Business Law Prof Blog
- Conglomerate
- The Corporate Counsel
- Corporate Governance at CorpGov.net
- Corporate Finance Law Blog
- Corporate Law and Governance
- Corporate Securities Law Blog
- DealLawyers Blog
- The D&O Diary
- Delaware Corporate and Commercial Litigation Blog
- Finlay on Governance
- Jim Hamilton's World of Securities Regulation
- The Harvard Law School Corporate Governance Blog
- The Ichan Report
- Ideoblog
- Investor's Watchblog
- Ironfire Capital: Web-based Activism
- ISS Corporate Governance Blog
- KLD Blog
- Lawyer Links
- LexisNexis
- M&A Prof Law Blog
- Ron Orol's News and Analysis
- OverRegd.com
- ProfessorBainbridge.com
- The Race to the Bottom
- The Reverse Merger Blog
- RiskMetrics' Risk & Governance Blog
- Securities Litigation Watch
- The 10b-5 Daily
- The 10Q Detective
- Truth on the Market


I offer some suggestions over at my blog in Shareholder- versus Director-Centric Governance
Comment by Stephen Bainbridge — February 15, 2008 @ 9:22 pm
In my view, neither Shareholder-centric nor Director-centric corporate governance is desired for publicly traded corporations. Instead, corporate charters need to adopt carefully nuanced division of powers with checks and balances as exists in the US constitution and as explicated in a number of my SSRN papers such as ‘Corporate Charters with Competitive Advantages’ at http://ssrn.com/abstract=10570 and ‘A New Way to Govern: Organisations and society after Enron’ at http://ssrn.com/abstract_id=319867.
In addition, directors require creditable sources of information, independent of management, to carry out their most basic duties to monitor and direct both management and the business with due care and diligence. US, UK and other Anglophone corporations have no systemic processes to achieve this objective such as can be found in Japan and Europe. It was for this reason that Michael Porter recommended in his 1992 report “Capital Choices” on competitiveness that US firms engage with all their critical stakeholders to obtain feed forward and feedback information independently of management.
Comment by Shann Turnbull — February 17, 2008 @ 9:48 pm
While I disagree with Olson’s opposition to proxy access, we do find common ground in endorsing Gary Lutin’s efforts re shareholder forums. See http://www.shareholderforum.com
Comment by James McRitchie — February 24, 2008 @ 8:01 pm