The Harvard Institutional Investor Roundtable convened last Thursday, January 24. This event brought together for a roundtable discussion the top governance officers of leading public pension funds, mutual funds, and other institutional investors, both from the US and from abroad. The institutions represented hold assets under management in excess of $14 trillion. Some academics, issuers, and advisers joined the proceedings to inform the discussion. Participants in the event, and the topics of discussion, are set out below.

The Roundtable is an event of the Harvard Institutional Investor Forum, directed by Lucian Bebchuk and operated by the Harvard Law School Program on Institutional Investors and Program on Corporate Governance. The Forum’s Advisory Board consists of representatives of institutional investors, including Jay Chaudhuri, Michelle Edkins, Jonathan Feigelson, Gavin Grant, Joyce Haboucha, Suzanne Hopgood, Andrew Letts, Michael McCauley, Meredith Miller, Manish Mital, Peter H. Mixon, Brandon Rees, Paul Schneider, Greg Smith, Alison Tarditi and Harlan Zimmerman.

The Roundtable, which was co-organized by Lucian Bebchuk, Stephen Davis, and Scott Hirst, was supported by American Express Company, Berman DeValerio, Broadridge Financial Solutions, Deloitte LLP, EMC Corporation, Innisfree, Pfizer Inc., Prudential Financial Inc., The Coca Cola Company and UnitedHealth Group.

…continue reading: Harvard Convenes the Institutional Investors Roundtable

Each year, the National Association of Corporate Directors’ Directorship magazine publishes the Directorship 100 list, which seeks to identify “the most influential people in the boardroom community, including directors, corporate governance experts, journalists, regulators, academics and counselors.” A review of this year’s list indicates that, as in prior years, individuals affiliated with Harvard Law School and its Program on Corporate Governance play a central role in the corporate governance landscape.

This year’s Directorship 100 list includes 39 individuals who are Harvard Law School faculty or fellows, guest contributors to the Forum on Corporate Governance and Financial Regulation, and/or Harvard Law School alumni. The “Harvard 39” (with graduation year in parenthesis for those who are HLS alumni) are as follows:

• HLS faculty and fellows: Professor Lucian Bebchuk (‘80) and Program on Corporate Governance Senior Fellow Chancellor Leo Strine, Jr. Professor Bebchuk has been on the Directorship list in each of the five years since the inception of the list in 2007, and Chancellor Strine has been on the list since 2008.
• Program on Corporate Governance Advisory Board members: William Ackman and Richard C. Breeden
• Guest contributors to the Harvard Law School Forum on Corporate Governance and Financial Regulation: Luis A. Aguilar (‘78), Robert Bennett (’65), Carol Bowie, William B. Chandler III, James Copland, Steven Davidoff, James Doty, Daniel Gallagher, Gary Gensler, Amy Goodman, Holly Gregory, Joseph Grundfest, Carl Icahn, Brad Karp (’84), David Katz, Arthur Kohn, David F. Larcker, James McRitchie, Charles Nathan, John F. Olson (‘64), Troy A. Paredes, Marc S. Rosenberg (‘83), Mary Schapiro, Anne Sheehan, Larry Sonsini, Adair Turner, Elisse B. Walter (‘74), and Ann Yerger.
• Harvard Law School alumni: Robert Bennett (‘65), Roger Ferguson (‘79), Jack Jacobs (’67), Ellen Moskowitz (’88), Jed Rakoff (’69), Jeffrey Rudman (’75), and Eric Schneiderman (’82)

The full Directorship 100 list is available here.

Five articles on corporate law subjects by Harvard Law School faculty appear in the list of the most-cited law review articles (in all legal fields) just published in a study on the subject by Fred R. Shapiro and Michelle Pearse in the Michigan Law Review. The study is available here.

This study updates two classic earlier studies from 1985 and 1996 by Fred Shapiro, and uses new research tools and databases to create accurate lists. The study includes two lists: A list of the 100 most-cited articles of all time, and a list of the 100 most-cited articles from the last twenty years, consisting of a list of the five most-cited articles for each year.

An examination of these two lists indicates that there are five articles on corporate law topics authored or coauthored by Harvard Law School faculty:

• The Case for Increasing Shareholder Power, authored by Lucian Bebchuk;
• The Myth of the Shareholder Franchise, authored by Lucian Bebchuk;
• The Mechanisms of Market Efficiency, coauthored by Reinier Kraakman (with Ronald Gilson);
• The End of History for Corporate Law, coauthored by Reinier Kraakman (with Henry Hansmann); and
• Delaware’s Competition, authored by Mark Roe.

The Harvard Law School Program on Corporate Governance hosted a meeting of the M&A roundtable last Thursday, May 10. The M&A Roundtable, which is supported by the Corporation Service Company, brought together many of the country’s leading M&A experts and practitioners. Participants in the Roundtable engaged in a discussion with Chancellor Leo Strine of the Delaware Court of Chancery (who is also a Senior Fellow of the Program on Corporate Governance) on the state of Delaware corporate law.

Among the issues discussed were confidentiality provisions and their effect on mergers and acquisitions in light of the decision in Martin Marietta Materials v. Vulcan Materials; dual-class share structures and director accountability; go-shop provisions and deal protection devices; process issues in approving mergers and appropriate remedies; the use of poison pills following Airgas v. Air Products; and trends in shareholder litigation, including multiple forum issues and the fragmentation of shareholder litigation. The participants in the M&A Roundtable included:

…continue reading: Harvard M&A Roundtable Meets to Discuss the State of Delaware Corporate Law

The Forum is pleased to announce that Allison A. Bennington, General Counsel and a Partner of ValueAct Capital, joined the Advisory Board of the Harvard Law School Program on Corporate Governance.

She joins the existing members of the Board: William Ackman, Peter Atkins, Joseph Bachelder, Richard Breeden, Richard Climan, Isaac Corré, John Finley, Stephen Fraidin, Byron S. Georgiou, Larry Hamdan, Robert Mendelsohn, David Millstone, Theodore Mirvis, James Morphy, Toby Myerson, Eileen Nugent, Paul Rowe, and Rodman Ward.

Prior to joining ValueAct Capital in April 2004, Mrs. Bennington was the General Counsel of Atriax, Ltd. (“Atriax”), a joint venture of Deutsche Bank, J.P. Morgan Chase, Citibank and Reuters that was formed to establish a global foreign exchange internet trading market. Prior to joining Atriax, Mrs. Bennington was a Managing Director of Robertson Stephens, a full service investment bank, where she ran the Legal Department. Mrs. Bennington was previously a Partner in the London office of Brobeck Hale and Dorr International, where she specialized in cross-border mergers and acquisitions and corporate finance transactions. Mrs. Bennington is a director of Seitel, Inc. She has a B.A. from the University of California at Berkeley and a J.D. from the University of California, Hastings College of the Law.

The Forum is pleased to announce that Stephen Fraidin, a member of the law firm of Kirkland & Ellis, joined the Advisory Board of the Harvard Law School Program on Corporate Governance. He joins the existing members of the Board: William Ackman, Peter Atkins, Joseph Bachelder, Richard Breeden, Richard Climan, Isaac Corré, John Finley, Byron S. Georgiou, Larry Hamdan, Robert Mendelsohn, David Millstone, Theodore Mirvis, James Morphy, Toby Myerson, Eileen Nugent, Paul Rowe, and Rodman Ward.

For more than 30 years, Steve Fraidin’s practice has focused on the representation of major companies and investment groups in acquisitions and proxy contests, and special committees and boards of directors regarding mergers and acquisitions, corporate governance and other matters.  In 2003, he joined Kirkland & Ellis LLP as a senior partner in the M&A group. Major M&A representations most recently handled by Mr. Fraidin include the special committee of Expedia, Inc. in connection with the spinout of TripAdvisor, Inc., the representation of EMS Technologies in its sale to Honeywell, Inc. for approximately $600 million, and 3G Capital Management LLC in the $4.3 billion acquisition of Burger King. His work on behalf of 3G Capital was recognized by The American Lawyer in its annual “Dealmakers of the Year” edition and the transaction was recognized by Investment Dealers’ Digest in its annual “Deal of the Year Awards,” The Deal Magazine as one of the “Deals of the Year” and as the “Private Equity Deal of the Year” at the M&A Atlas and IFLR America’s awards ceremonies in New York. Mr. Fraidin also recently represented Pershing Square Capital Management LP, the New York hedge-fund firm led by activist investor William Ackman, in the acquisition of a 26.1% stake in retailer, J.C. Penney; Community Health Systems Inc. in the attempt to acquire Tenet Healthcare Corp.; and NRG Energy Inc. in successfully repelling Exelon Corp.’s  $7.45 billion hostile bid. His work in the NRG takeover attempt was recognized by The AmLaw Daily as “Dealmaker of the Week.”

…continue reading: Stephen Fraidin Joins PCG’s Advisory Board

Statistics released by the Social Science Research Network (SSRN) indicate that Professor Lucian Bebchuk continued in 2011 to lead SSRN ranks as he has done in each of the preceding four years. As of December 2011, Bebchuk ranked first among all law school professors (in all fields) in terms of both the number of citations to his work and the number of downloads of his work on SSRN. (SSRN’s rankings in terms of citations are available here and SSRN’s rankings in terms of downloads are available here.) Bebchuk’s papers (available on his SSRN page here) have attracted a total of more than 3,500 citations and about 170,000 downloads.

Bebchuk’s top ten papers in terms of citations are as follows:

• What Matters in Corporate Governance?  (with Alma Cohen and Allen Ferrell) (cited 385 times)
• Pay Without Performance: The Unfulfilled Promise of Executive Compensation (with Jesse Fried) (268 citations)
• Executive Compensation as an Agency Problem (with Jesse Fried) (250 citations)
• Managerial Power and Rent Extraction in the Design of Executive Compensation (with Jesse Fried and David Walker) (205 citations)
• Stock Pyramids, Cross-Ownership, and Dual Class Equity: The Creation and Agency Costs of Separating Control from Cash Flow Rights (with Reinier Kraakman and George Triantis) (171 citations)
• A Theory of Path Dependence in Corporate Ownership and Governance (with Mark Roe) (156 citations)
• A Rent-Protection Theory of Corporate Ownership and Control (145 citations)
• The Costs of Entrenched Boards (with Alma Cohen) (143 citations)
• The Case for Increasing Shareholder Power (89 citations)
• The Powerful Antitakeover Force of Staggered Boards: Theory, Evidence, and Policy (with John Coates and Guhan Subramanian) (81 citations)

SSRN is the leading electronic service for social science research, and its electronic library contains (as of December 2011) over 307,000 full-text documents by more than 176,000 authors.

The Harvard Institutional Investors Roundtable will convene tomorrow. The event will bring together prominent members of the institutional investor world to discuss a number of related issues concerning shareholder voting.

During the morning sessions, the roundtable discussion will focus on lessons from the first year of advisory votes on executives compensation and on how institutions should vote on compensation arrangements in the future. During the second half of the day, the roundtable discussion will focus on majority voting and withhold votes, as well as on the reporting of proxy votes to beneficiaries. The event will start with a keynote talk by and discussion with Larry Summers.

The event, which is co-organized by Lucian Bebchuk and Robert Pozen, is jointly sponsored by the Harvard Law School Program on Institutional Investors, the Harvard Law School Program on Corporate Governance, Harvard Business School, and the Harvard Kennedy School Center for Business and Government, and supported by the Investment Company Institute.

Participants in the Harvard Institutional Investors Roundtable will include:

• F. Gregory Ahern, Chief Public Communications Officer, Investment Company Institute (ICI)
• Joe Bachelder, Founder and Senior Partner, The Law Offices of Joseph E. Bachelder
• Lucian A. Bebchuk, William J. Friedman and Alicia Townsend Friedman Professor of Law, Economics, and Finance; Director, Program on Corporate Governance, Harvard Law School
• Bo Becker, Assistant Professor, Harvard Business School
• Allison Bennington, Partner and General Counsel, ValueAct Capital
• Kenneth A. Bertsch, President and CEO, Society of Corporate Secretaries and Governance Professionals
• Glenn Booraem, Principle and Fund Controller, Vanguard
• Carol Bowie, Executive Director, Institutional Shareholder Services Inc. (ISS)
• Richard C. Breeden, Chairman, Breeden Capital Management
• Jay Chaudhuri, General Counsel and Senior Policy Advisor, North Carolina Department of State Treasurer
• Robert C. Clark, Harvard Distinguished Service Professor, Harvard Law School
• John C. Coates IV, John F. Cogan, Jr. Professor of Law and Economics, Harvard Law School
• Jack Cogan, Non-Executive Chairman, Pioneer Investment Management USA, Inc.

…continue reading: Harvard Convenes the Institutional Investors Roundtable

A review of the most recent Directorship 100 list – a list of the most influential people in corporate governance put together each year by Directorship magazine – indicates that individuals affiliated with Harvard Law School and its Program on Corporate Governance play a central role in the corporate governance landscape.

This year’s Directorship 100 list includes forty individuals who are Harvard Law School faculty or fellows, guest contributors to the Forum on Corporate Governance and Financial Regulation, and/or Harvard Law School alumni. The “Harvard Forty” (with graduation year in parenthesis for those who are HLS alumni) are as follows:

• HLS faculty and fellows: Professor Lucian Bebchuk (‘80) and Program on Corporate Governance Senior Fellow Chancellor Leo Strine, Jr. Professor Bebchuk has been on the Directorship list in each of the five years since the inception of the list in 2007, and Chancellor Strine has been on the list since 2008.
• Guest contributors to the Harvard Law School Forum on Corporate Governance and Financial Regulation: William Ackman, Luis A. Aguilar (‘78), Carol Bowie, Kathleen Casey, H. Rodgin Cohen (‘68), James Copland, Steven Davidoff, Gary Gensler, Amy Goodman, Holly Gregory, Joseph Grundfest, Edward Herlihy, Brad Karp (’84), Arthur Kohn, Martin Lipton, Jay W. Lorsch, James McRitchie, Ira Millstein, Charles Nathan, John F. Olson (‘64), Troy A. Paredes, Broc Romanek, Marc S. Rosenberg (‘83), Mary Schapiro, James S. Turley, Elisse B. Walter (‘74), and Ann Yerger.
• Harvard Law School alumni: Robert Bennett (‘65), Brackett B. Denniston III (’73), Roger Ferguson (‘79), Barney Frank (‘77), Michael Greenberg (’65), Todd Hartman (’93), Michael Helfer (’70), Jack Jacobs (’67), A. Douglas Melamed (’70), Eric Schneiderman (’82), Laura Stein (’87).

The full Directorship 100 list is available here.

Last week, at the 2011 annual meeting held in Paris of the International Corporate Governance Network (ICGN), Professor Lucian Bebchuk received an ICGN award for excellence in corporate governance. ICGN awards are given annually in recognition of “exceptional achievements in the corporate governance field.”

According to the remarks delivered at the ceremony by the chair of the ICGN awards committee Richard Bennett, Bebchuk received the award “for the volume and quality of his research, particularly around executive compensation and the relationship of governance to value and firm performance. Over two decades this research has provided a base of integrity and learning for scholars, policy makers, and legislators.” Quoting a letter from Robert Monks, Bennett added that Bebchuk “is the epitome of honest, painstaking, unprejudiced analysis; he is in truth an academic icon” and that “[a]ll of us are in his debt.”

The ICGN is a global membership organization of over 500 leaders in corporate governance based in 50 countries. Information about the ICGN awards, and about the past recipients of such awards, is available here.