2008

Wall Street Bonuses Under Fire, National Public Radio, On Point, December 22, 2008
Were the incentives wrong? This hour, On Point: Huge pay, huge bonuses, and where they brought us. Tom Ashbrook discusses the subject with three guests:

Louise Story, business reporter for The New York Times. Her big story last week was headlined “On Wall Street, Bonuses, Not Profits, Were Real.” She also reports on how banks are trying to find new ways to handle bonuses.

Lucian Bebchuck, professor of law, economics, and finance and director of the Program on Corporate Governance at Harvard Law School. He’s the author of “Pay without Performance: The Unfulfilled Promise of Executive Compensation.”

Steven Kaplan, professor of entrepreneurship and finance at the University of Chicago Business School.
Op-Ed by Lucian Bebchuk and Itay Goldstein: How to Give Banks Confidence to Lend to Businesses, Financial Times, December 19, 2008
On Wall Street, Bonuses, Not Profits, Were Real, The New York Times, December 17, 2008
“Compensation was flawed top to bottom,” said Lucian A. Bebchuk, a professor at Harvard Law School and an expert on compensation. “The whole organization was responding to distorted incentives.”
CEOs and Market Woes: Is Poor Corporate Governance to Blame?, Knowledge@Wharton, December 10, 2008
… Lucian A. Bebchuck, a law professor at Harvard who specializes in governance, says such reforms would strengthen U.S. corporations, arguing they would serve shareholders better if they adopted some of the United Kingdom’s governance rules. In addition to opening the ballots to challengers and shareholder-sponsored issues, reform should include requiring all directors to face election every year, he says.
Putting a Value on a C.E.O., The New York Times, December 1, 2008
“What has caused the most outrage is the difference between pay and actual performance,” said Lucian Bebchuk, the director of the program on corporate governance at Harvard Law School. Mr. Bebchuk says he doesn’t prescribe limiting compensation; he’s fine with outsize pay as long as it matches outsize performance.
In the Eye of the Beholder, The Gulf, December 2008
… Yet governance should not be viewed as a salve for all wounds. “No board can control all the transactions, even sizeable ones, of a big financial institution. They need to give their people some room to manoeuvre,” says Holger Spamann, executive director of corporate governance at Harvard Law School.
The 2009 Proxy Season and the Year of Investor Anger, New York Law Journal, November 17, 2008
If shareholder reimbursement is proxy access lite, a recent proposal by Harvard law professor Lucian Bebchuk can best be described as proxy access “heavy”. During the 2008 proxy season, Mr. Bebchuk submitted a proposed bylaw at Electronic Arts that would require the company to include any shareholder proposal in the company’s proxy materials so long as the proposal was permissible as a matter of state law and met certain minimal criteria, even if the same proposal, absent the bylaw, would otherwise be excludable under the SEC’s Rule 14a-8.
Shareholder Voting Hardly Democratic Way, Chicago Tribune, November 4, 2008
Lucian Bebchuk, a professor at Harvard Law School who has written extensively on shareholder rights, said people approach the different sorts of votes with different expectations. “In the political context, voting is viewed by many, and rightly so, as an end in itself,” Bebchuk said. “In the corporate context, the argument for shareholder voting is a functional argument. It’s not that voting is desirable in itself.”
Optimistic Activists, The Deal Newsweekly, October 31, 2008
Carl Icahn named strong candidates to Yahoo! Inc.’s board, including Harvard Law School professor Lucian Bebchuk and investor Mark Cuban. Jana Partners LLC’s industry-expert candidates helped facilitate a $1.8 billion sale of Cnet Networks Inc. to CBS Corp. in May.
Op-Ed by Lucian Bebchuk: The Rescue Plan: Direct Capital Investments Would be Better for Both Markets and Taxpayers, Financial Times, October 1, 2008
Government’s Bailout Path a Maze of Unknowns, Los Angeles Times, October 4, 2008
Harvard Law School professor Lucian A. Bebchuk suggested in a recent paper that the government divide its fund into, say, 20 equal portions and promise the manager of each a set percentage of the profit generated by his or her purchases over time. “The competition among these 20 funds would prevent the price paid for these mortgage assets from falling below fair value,” he wrote, “and the fund managers’ profit incentives would prevent the price from exceeding fair value.”
Wary of Public Outcry, Revised $800B Wall St. Bailout Stuffed with Earmarks to Sway Election-Year Incumbents, Democracy Now: The War and Peace Report, October 3, 2008
“… I think it was a very misconceived bill. Paul Krugman, Joe Stiglitz, John Makin on the American Enterprise Institute, Alex Pollock, the American Enterprise Institute, Lucian Bebchuk at Harvard Law School and Olin Foundation—these are conservatives and liberals all standing around saying, “Why are you doing the wrong thing, Secretary Paulson?” And Congress went along.”
Op-Ed by Lucian Bebchuk: How to Pay Less For Distressed Financial Assets, WSJ.com, September 26, 2008
Op-Ed by Howell Jackson: Build A Better Bailout, Christian Science Monitor, September 25, 2008
Op-Ed by Hal Scott, R. Glenn Hubbard, and Luigi Zingales: Let’s Get the Bank Rescue Right, Wall Street Journal, September 24, 2008
McCain’s Choice, The Weekly Standard, September 26, 2008
… 3. Improve on both Paulson and House Republicans with a new offer. This, based on my admittedly imperfect understanding of all this (but McCain has access to people with really good understanding), might be a combination of Larry Lindsey’s refinance-home-owners proposal and Lucian Bebchuk’s (and others’) proposal for direct bank recapitalization through Treasury security purchases and right offerings to shareholders.
McCain Appears Wrong on Fannie Pay, MSNBC, September 19, 2008
Lucian Bebchuk of Harvard Law School, an expert on corporate governance, confirmed to First Read that Fannie Mae and Freddie Mac were private companies until being recently taken over by the federal government (which came after Raines’ and Johnson’s tenures). Bebchuk said that maybe McCain was referring to past Fannie shareholders in the audience when he asserted that the executive compensation was “your money.” Or perhaps McCain was making the point — very loosely — that now the federal government has taken over Fannie, any money that Raines or Johnson received is money taxpayers no longer have. But both assertions, he said, would be stretches.
Need a Job? $17,000 an Hour. No Success Required., The New York Times, September 18, 2008
“Compare the massive destruction of wealth for shareholders to what he gets at the end of the day,” said Lucian Bebchuk, the director of the corporate governance program at Harvard Law School. A central flaw of governance is that boards of directors frequently are ornamental and provide negligible oversight.
How Long Will Politicians Look the Other Way on CEO Pay?, The Christian Science Monitor, August 25, 2008
Shareholders have become somewhat more aware of the cost of high executive pay. A study by Harvard University professors Lucian Bebchuk and Yaniv Grinstein found that the pay and benefits given to the top five executives in a large group of big corporations in the years 2001 to 2003 amounted to 10 percent of the total earnings of these firms. So executive pay is no longer an insubstantial matter to shareholders.
Yahoo Selects Biondi, Chapple as New Board Members, The Associated Press, August 14, 2008
Icahn remains highly motivated to boost Yahoo’s stock price because he paid about $25 per share to acquire his stake in the company, but since the July agreement, he has appeared more willing to give Yang more time to prove himself.

Yahoo had until Friday to pick the two directors from Icahn’s allies. Icahn’s short list also included Mark Cuban, who sold Broadcast.com to Yahoo in 1999; venture capitalist Adam Dell; Harvard Law professor Lucian Bebchuk; and co-CEO of New Line Cinema, Robert Shaye.
Yahoo Vetting Icahn’s Board Nominees: report, MarketWatch, August 12, 2008
The new additions to the Yahoo board will be pulled from the list of names that Icahn originally floated as an alternate slate of directors for his proxy battle. They include Biondi, Chapple, Internet billionaire and Dallas Mavericks owner Mark Cuban, former New Line Cinema CEO Bob Shaye, venture capitalist Adam Dell, former Clearbridge Advisors CEO Brian Posner, Harvard law professor Lucian Bebchuk and long-time Icahn associate Keith Meister.
Small Shareholders Get a Chance to Question Yahoo’s Yang, San Jose Mercury News, July 31, 2008
One of Yahoo’s directors, Robert Kotick, will resign and the board will then have two weeks to appoint two other directors from a list that includes Jonathan Miller, former chief executive of AOL, and Lucian A. Bebchuk, Frank J. Biondi, Jr., John H. Chapple, Mark Cuban, Adam Dell, Keith Meister, Edward H. Meyer, and Brian S. Posner, each of whom was on Icahn’s slate of director nominees.
Yahoo Settles To Avert Proxy Fight, Gives Icahn 3 Director Slots, eBrandz, July 22, 2008
Yahoo said Icahn and two allies of his choice will round out the board, keeping current Chairman Roy Bostock and Yang in place in exchange for Icahn withdrawing a slate of nominees he was backing to replace the incumbents.

Icahn had originally vied to replace the company’s entire board, with Lucian A. Bebchuk, Frank J. Biondi Jr., John H. Chapple, Mark Cuban, Adam Dell, Keith A. Meister, Edward H. Meyer, and Brian S. Posner as his candidates.
Yahoo Settles With Investor Carl Icahn, DMNews, July 21, 2008
According to a July 14 US Securities and Exchange Commission filing, Icahn’s nominee list includes Lucian Bebchuk, Frank Biondi Jr., John Chapple, Mark Cuban, Adam Dell, Keith Meister, Edward Meyer and Brian Posner. According to Yahoo, Jonathan Miller, a partner in the Velocity Interactive Group and former Chairman and CEO of AOL, has been added to the list of nominees.
Details of Yahoo (YHOO) And Carl Icahn Agreement; Must Maintain Ownership of 30M Shares,StreetInsider, July 21, 2008
The Yahoo Board will appoint two individuals to serve as directors of the Company until no earlier than the 2009 Annual Meeting, subject to the terms of the Settlement Agreement, which individuals will be selected at the Board’s sole discretion, upon the recommendation of the Company’s Nominating and Corporate Governance Committee, from the following list: Lucian A. Bebchuk, Frank J. Biondi, Jr., John H. Chapple, Mark Cuban, Adam Dell, Keith Meister, Edward H. Meyer, and Brian S. Posner, each of whom was on the Icahn Group’s slate of director nominees, and Jonathan Miller.
Icahn and Yahoo Reach Agreement, Billionaire Takes 3 Seats in Yahoo’s Board, eFluxMedia, July 21, 2008
The 8 persons that Icahn will choose from are Lucian A. Bebchuk, named one in the 100 most influential players in corporate governance according to the Directorship magazine, Adam Dell, the brother of the man behind Dell Inc., as well as John H. Chapple, Frank J. Biondi Jr, Mark Cuban, Brian S. Posner, Edward H. Meyer and Keith A. Meister.
Yahoo, Carl Icahn Settle Before Proxy Fight, eWeek, July 21, 2008
The potential Icahn nominees are: Keith Meister, principal executive officer of Icahn Enterprises; Dallas Mavericks owner Mark Cuban; former Viacom CEO Frank J. Biondi Jr.; Adam Dell, venture capitalist; Harvard professor Lucian Bebchuk; former Nextel Partners CEO John Chapple; investment manager Edward Meyer; money manager Brian Posner; and Robert Shaye, founder and co-CEO of New Line Cinema. Bostock, Yahoo CEO Jerry Yang and Icahn all cheered the compromise in unique fashion, though it was Bostock’s comment that stuck out.
Board Compromise Suggested For Yahoo, WebProNews, July 21, 2008
Four Icahn slate nominees: Adam Dell, brother of PC magnate Michael, Edward Meyer, John Chapple, and Lucian Bebchuk, earned a place in Jackson’s choices. Even more attention to this group will happen on Tuesday, when Yahoo reports quarterly earnings after market close.
Yahoo Activist Calls for Board Battle Compromise, Reuters, July 21, 2008
He called on shareholders to support four Icahn nominees, including Adam Dell, a venture capital investor and investor in start-up HotJobs which was sold to Yahoo, two advertising executives, Edward Meyer and John Chapple, along with Harvard professor and outspoken executive pay critic Lucian Bebchuk. “We are confident this new hybrid Yahoo board can effectively conclude a deal with them (Microsoft),” Jackson said.
Yahoo Shareholder Urges Compromise in Board Battle Over Microsoft Deal, The Guardian, July 21, 2008
“We are confident this new hybrid Yahoo board can effectively conclude a deal with [Microsoft],” said Jackson, who wants to encourage voters to opt for HotJobs investor Adam Dell, Harvard professor Lucian Bebchuk and two advertising executives, John Chapple and Edward Meyer.
A Truce for Yahoo, but the War May Not Be Over, The New York Times, July 21, 2008
Mr. Miller represents a fine addition to Yahoo’s board. The rest of the slate presents a tougher choice. Mark Cuban has real Internet experience. But his biggest moment was selling Broadcast.com to Yahoo for $5 billion, one of Yahoo’s worst deals ever. Otherwise, the choice is a bit of a grab bag. Among them are Frank J. Biondi Jr., the former chief executive of Viacom, Adam Dell, a venture capitalist and brother of the PC monger, and Lucian A. Bebchuk, a law professor and shareholder rights advocate.
Investor Activist Urges Yahoo Shareholders To Split The Difference Between Icahn’s Board Picks and Yahoo’s, The Washington Post, July 20, 2008
If a majority of the board is replaced, the poison-pill severance package might be triggered. So Jackson is recommending that shareholders vote for four of Icahn’s nominees (Adam Dell, John Chapple, Lucian Bebchuk, and Edward Meyer) and keep five of the current board members (Vyomesh Joshi, Robert Kotick, Maggie Wilderotter, Gary Wilson, and Jerry Yang).
Miller Backs Yahoo Board; Adviser for Icahn, Pensions & Investments, July 18, 2008
In the Legg Mason statement, Mr. Miller said, “We believe the board is independent and focused on value creation for long-term shareholders. … Mr. Icahn’s slate includes people experienced in technology, advertising, capital markets and governance. We would prefer that the company and Mr. Icahn reach a mutual agreement on the composition of the board and end this disruptive proxy contest,” although Legg Mason will vote for the entire existing Yahoo board.

Mark Cuban, Internet entrepreneur and controlling owner of the NBA’s Dallas Mavericks; Lucian A. Bebchuk, Harvard Law School professor; and Mr. Icahn, managing partner of Icahn Partners, are among the nine candidates on the Icahn slate.
Yahoo’s Current Board Versus Icahn’s Challengers, The Associated Press, July 14, 2008
Carl Icahn moved ahead with his attempt to overthrow Yahoo Inc.’s board of directors by submitting his final list of candidates Monday. The nominees remain the same as those he first provided in May, except the list has been whittled from 10 to nine candidates to reflect Yahoo’s decision to reduce the size of its board. Here’s a look at the incumbents and the Icahn-led opposition… Lucian Bebchuk: A professor at Harvard Law School, where he is also the director of the program on corporate governance.
Shareholder Sedition, Forbes, June 30, 2008
Carl Icahn hasn’t yet cleaned out Yahoo’s executive suite. Pulling off a putsch is expensive and risks countersuits. “A challenger has to bear the costs,” says Harvard Law professor Lucian A. Bebchuk, “but would be able to capture only a limited fraction of the benefits produced for shareholders.” One small triumph doesn’t make a trend.
Yahoo Investor Urges Board Compromise With Icahn, Reuters, June 16, 2008
… From the Icahn slate, he endorsed venture capitalist Adam Dell, who is Dell Inc chief Michael Dell’s brother; Harvard law professor Lucian Bebchuk; former Nextel CEO John Chapple; and former Grey Global CEO Edward Meyer.
Four New Yahoos?, The Wall Street Journal, June 13, 2008
Yahoo shareholders also should favor directors who bring more than a simple willingness to vote yes to a sale to Microsoft. There is a quartet from Mr. Icahn’s slate who fit the bill. Lucian Bebchuk is an expert in corporate governance and compensation — where Yahoo’s board falls short, as the severance-pay plan shows.
A ‘Chewable’ Poison Pill, Directorship, June 1, 2008
After early rejections by CA and others, Bebchuk changed the proposal to make it more palatable to boards. Since then, the bylaw has been adopted by AIG, Time Warner, and more recently, CVS, Disney, Bristol-Meyers Squibb and JCPenney.
Yahoo Delays Proxy Battle, Inthenews.co.uk, May 23, 2008
Mr. Icahn has put together a team of ten high-profile figures, including National Basketball Association owner Mark Cuban, New Line Cinema co-chairman Robert Shaye and economics professor Lucian Bebchuk.
Icahn’s Gate Crashers Could Be Asked to Stay, The Wall Street Journal, May 21, 2008
Possibilities abound, and Mr. Icahn’s nominees may thrive regardless of what happens. Consider Harvard’s Prof. Bebchuk. He has written extensively on corporate governance. Having firsthand experience of a proxy contest may add to his academic cachet.
A Gamble, but What if He Wins?, The New York Times, May 20, 2008
The irony is that Mr. Bebchuk, who Mr. Icahn is nominating for Yahoo’s board, wrote a paper in 2001 with the following conclusion: “Proxy fights unaccompanied by an acquisition often suffer from substantial shortcomings that limit the use of such contests in practice.”
Paying For Failure, Forbes, May 19, 2008
The top-paid executives at the country’s public companies now collect pay equal to 10% of corporate profit, according to a 2005 study by Lucian Bebchuk of Harvard Business School and Yaniv Grinstein of Cornell University.
The Yahoo Final Exam, DealBook (New York Times Blogs), May 16, 2008
A member of the Icahn-nominated slate is Lucian Bebchuk, a law school professor and noted corporate-governance activist who is a vocal advocate for increased shareholder democracy. Mr. Bebchuk is very, very smart.
Yahoo’s Odd Couple, The Wall Street Journal Blogs, May 15, 2008
You couldn’t find two people more opposite in temperament than Bebchuk, who maintains an intellectual, diplomatic, somewhat formal manner and a deep interest in research, and Cuban, who is famously outspoken and is known for his good instincts on business.
Text of Icahn’s Letter to Yahoo Board, The New York Times, May 16, 2008
Bebchuk has been a frequent contributor to policy making and public discourse in the corporate governance area. He has appeared before the Senate Finance Committee, the House Committee of Financial Services, and the SEC. He has published many op-ed pieces, including in the Wall Street Journal, the New York Times, and the Financial Times. He was included in the list of “100 most influential people in finance” of Treasury & Risk Management and the list of “100 most influential players in corporate governance” of Directorship magazine.

Other related articles:
- Icahn Proposes Dissident Yahoo Board, The New York Times, May 16, 2008
- Yahoo’s Chairman Disputes Icahn’s Accusations, The New York Times, May 16, 2008
- Icahn Seeks to Unseat Yahoo’s Entire Board, The Wall Street Journal, May 16, 2008
- Yahoo Disputes Icahn’s Claim Board ‘Botched’ Talks, Bloomberg, May 16, 2008
- A Look at Yahoo’s Current Board and Icahn’s Slate, The Associated Press, May 16, 2008
- Yang Reaches Out to Yahoo Staff, The Wall Street Journal, May 16, 2008
- Ten Questions Yahoo! Shareholders Want Answered, Forbes, May 16, 2008
- Icahn Launches Bid to Take Yahoo Board, Los Angeles Times, May 16, 2008
- Icahn Launches Effort to Unseat Yahoo’s Board, San Francisco Chronicle, May 16, 2008
- Yahoo, Icahn in Fierce Fight Over Who Knows Best, San Jose Mercury News, May 16, 2008
- Icahn Targets Yahoo Board, The Ottawa Citizen, May 16, 2008
- Yahoo: Icahn ‘Misunderstood’ Microsoft Proposal, AHN, May 16, 2008
- Yahoo Chairman Tells Icahn To Back Off, InformationWeek, May 16, 2008
- Billionaire Investor Icahn Launches Yahoo Proxy Battle, InTheNews.co.uk, May 16, 2008
- Billionaire Launches Yahoo! Proxy Battle, iTWire, May 16, 2008
- Icahn Pledges Proxy Fight for Yahoo-Microsoft Merger, eWeek, May 15, 2008
- The Yahoo! Deal, Forbes, May 15, 2008
- Icahn Expected to Nominate Directors For Yahoo Board, Los Angeles Times, May 15, 2008
- Microsoft Moves on Yahoo Icahn Begins Yahoo Board Battle, BusinessWeek, May 15, 2008
- Icahn Threatens Yahoo Board Fight After Failed Bid, Bloomberg, May 15, 2008
- Icahn Enlists Cuban to Storm Yahoo, Red Herring, May 15, 2008
- Icahn Amasses Yahoo Shares To Push Microsoft Merger, InformationWeek, May 15, 2008
- Icahn to Battle Yahoo to Accept Microsoft Bid, Reuters, May 15, 2008
- Icahn Opens Hostilities in Yahoo Battle, Guardian.co.uk, May 15, 2008
- Icahn Prepares For War With Yahoo, InternetNews.com, May 15, 2008
- Icahn Moves To Force Microsoft & Yahoo Together, SYS-CON Media, May 15, 2008
- Icahn Bids to Topple “Irrational” Yahoo Board , TheSpec.com, May 15, 2008
- Icahn Works to Replace Yahoo Board, Advertising Age, May 15, 2008.
- Icahn Moves to Replace Yahoo Board, Restart Microsoft Talks, AFP, May 15, 2008
- Icahn Takes on Yahoo Board, PC World, May 15, 2008
- Icahn Moves To Force Yahoo Sale to Microsoft, Redmond Channel Partner, May 15, 2008
- A Short Guide to Carl Icahn’s Ten Men, WebProNews, May 15, 2008
Curse of the ‘Stick Around’ Bonus, Financial Times, May 6, 2008
“Retention bonuses are bonuses in name only. They are no different from paying an additional fixed salary for an additional period. Even if a company and its board become convinced that an extra payoff is necessary to retain a valuable executive, such value should commonly be provided in the form of performance-based pay.”
CalPers Calls for Change to Standard Pacific’s Board, Orange County Business Journal, May 5, 2008
… In a recent filing with the Securities and Exchange Commission, CalPers cites a 2004 study by Harvard professor Lucian Bebchuk as justification for the proposal. The study found “that companies with staggered boards, poison pills, supermajority voting requirements and golden parachutes deliver less shareholder value than those companies that do not have such measures in place.”
A $74 Million Bargain, Forbes, April 30, 2008
… Lucian Bebchuk, director of the corporate governance program at Harvard Law School, says the recent troubles in the financial sector highlight the need to follow a basic principle when arranging executive compensation plans: “If it isn’t earned, it should be returned.”
Wall Street Roundup: Electronic Arts Sued by Investor, Los Angeles Times, April 22, 2008
… The suit, filed by Harvard Law School professor Lucian Bebchuk in U.S. District Court in New York, seeks an order requiring the company to submit a proposed bylaw amendment to a shareholder vote.
CalPERS Pushes for Clean House at Standard Pacific, TheStreet.com, April 17, 2008
In a letter to fellow shareholders filed Thursday with the Securities and Exchange Commission, CalPERS cites a 2004 study by Harvard professor Lucian Bebchuk, that said “companies with staggered boards, poison pills, supermajority voting requirements and golden parachutes deliver less shareholder value than those companies that do not have such measures in place.”
Galvin-izing the Debate, Financial Week, April 7, 2008
… Harvard Law School professor Hal Scott, director of a congressional advisory committee on capital markets regulation, said the Treasury Secretary’s proposals aren’t meant to be as disruptive as Mr. Galvin suggests. “Mr. Paulson is raising some legitimate questions here,” Mr. Scott said.
Will it Fly?, Economist.com, April 3, 2008
… Hal Scott of Harvard Law School, director of an independent commission on capital-markets regulation, fears a repeat of Sarbanes-Oxley, the corporate-governance act rushed through in the wake of the Enron and WorldCom collapses, amid a similar “something must be done” atmosphere.
On Paper, Wall Street Gets its Way, New York Times, April 1, 2008
More than a year ago, when the markets were flying high, a chorus of alarm went up on Wall Street. Talk spread that the United States risked losing its edge in the financial world… Hal S. Scott, the Harvard Law School professor who directed the Committee on Capital Markets Regulation, said on Monday that he agreed with many of the Treasury’s short-term recommendations. But he argued that the government should not waste its time with the medium-term proposals and instead move directly toward more radical reform with a principles-based system. “Too often we have a problem and we say ‘here’s a rule’ and then people figure out a way to get around the rule,” Mr. Scott said. “We’d be better off with a principle.”
Paulson Plan Begins Battle Over How to Police Market, Wall Street Journal, March 31, 2008
In a sweeping proposal circulated over the weekend, Treasury Secretary Henry Paulson slaughtered a number of Washington’s sacred cows, proposing to merge or eliminate institutions of long standing including the Securities and Exchange Commission, and to create a controversial new role of supercop for the Federal Reserve… “It’s not a good idea to have people competing with each other, particularly if they’re competing in laxity,” says Hal S. Scott, professor of international financial systems at Harvard Law School.
Paulson to Propose New U.S. Financial Regulators, Bloomberg News, March 29, 2008
Hal Scott, a professor at Harvard Law School who heads the Committee on Capital Markets Regulation, a group of executives and academics whose efforts Paulson has endorsed, said it will be “very hard” to implement any of the recommendations. “The political reality is that the merits will get lost in the argument,” Scott said. “They recognize it won’t be done soon.”
SEC Role is Scrutinized in Light of Bear Woes, Wall Street Journal, March 27, 2008
On March 11, amid rumors that Bear Stearns Cos. was in trouble, Securities and Exchange Commission Chairman Christopher Cox said he had “comfort” with the amount of capital held by five of the largest investment banks… Harvard Law School Professor Hal Scott, who heads a nongovernmental bipartisan committee on capital-market regulation, says one solution might be to fold the SEC into a broader agency that has responsibility for the overall stability of the financial system. That is the model followed by the United Kingdom’s Financial Services Authority.
U.S. Markets Seen Losing Ground to Global Competitors, Reuters, March 26, 2008
The United States received only 6.9 percent of the funds raised in global initial public offerings in 2007 and did not participate in any of the top 20 global IPOs, Harvard Law School Professor Hal Scott said at the U.S. Chamber of Commerce’s second annual capital markets conference. “We found U.S. public markets had increasingly become uncompetitive,” said Scott, director of the private-sector Committee on Capital Markets Regulation.
Roundtable Review of Corporate Governance, Nightly Business Report, March 21, 2008
The corporate board of directors is at the center of complaints about the system of corporate governance. Critics, such as Lucian Bebchuk of Harvard Law School, point to an alleged lack of concern that many boards have for stockholder interests.
Battling Moguls Take the Stand, CNN Money.com, March 10, 2008
“This case will hinge on the testimony,” says Lucian Bebchuk, director of Harvard Law School’s Program on Corporate Governance. “When the court tries to interpret a situation like this, they look at communications between parties, and the reasonable expectations the parties had. The court will get that from the testimony.”
Yahoo’s Position Is Weak, Its Options Few, CondeNast Portfolio.com, February 5, 2008
“Not having a staggered board reduces the likelihood of remaining independent in the face of a premium offer,” says Lucian Bebchuk, a professor of corporate governance at Harvard Law School…”For Yahoo to be able to resist this, they would have to convince its shareholders there is value in continued independence,” says Bebchuk.
Monks’ Tale is a Governance Tragedy, Canada Globe and Mail, January 30, 2008
A study by Harvard law school professor Lucian Bebchuk has found that, in total, the top five executives of U.S. public companies saw their compensation rise significantly between the mid-nineties and early 2000s. As a function of a company’s profit, he found that, over all, their compensation rose from 4.7 per cent of profits in 1993-1995 to 10.3 per cent in 2001-2003.
AG Looking Into $16.4m Severance: Blue Cross-Blue Shield Payment to ex-CEO Seen as Extraordinary, The Boston Globe, January 24, 2008
Lucian Bebchuk, director of the Program on Corporate Governance at Harvard Law School, said a lead director can be an effective foil to a powerful chairman and chief executive. “The labeling of someone as lead director by itself carries no magic,” he said. “You need to give this person responsibilities for the title to produce an improvement in governance. They must be able to chair meetings of independent directors and to have some role in setting the agenda for meetings of the full board.”

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