M & A Law Prof Blog

Editor: Brian JM Quinn
Boston College Law School

Wednesday, January 7, 2015

Unusual Boardroom Battle

I've basically stayed out of this since it bubbled up. It's kind of like watching over your backyard fence as your neighbors get into an embarrassing argument.  In any event, main stream media (Dealbook) has decided this was worth paying attention to, so here we are.  In article by Andrew Ross Sorkin yesterday in the Dealbook, Sorkin shined a light on the West Coast - East Coast corporate law rock fight that started in December:

At the heart of the dispute is an academic paper written last month by Daniel M. Gallagher, a member of the Securities and Exchange Commission, and Joseph A. Grundfest, a professor at Stanford Law School and himself a former S.E.C. commissioner, that was titled “Did Harvard Violate Federal Securities Law? The Campaign Against Classified Boards of Directors.”

The paper took aim at Lucian A. Bebchuk, a Harvard Law School professor who has long researched corporate governance issues and has been an outspoken advocate for increased democracy in corporate America’s boardrooms. Through Harvard’s Shareholder Rights Project, a group he created, Mr. Bebchuk, on behalf of public pension funds, has helped wage proxy contests at 129 companies to change policies that prevent shareholders from electing, or overthrowing, an entire board at once.

Typically, academic disagreements are pretty small bore stuff.  "How dare you say that my dependent variable is not significant!"  This is ... well ... it's a little more serious.  Accusing another professor of violating securities laws and egging another institution into shutting down that professor's work?  I don't know. Don't we all have other things to do?  And why is a sitting SEC commissioner accusing a professor of securities violations in a paper? Not quite sure what that's all about. Anyway, it's confusing to me. Like watching my neighbors fight over my back fence.




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