Lucian Arye Bebchuk
James Barr Ames Professor of Law, Economics, and FinanceDirector of the Program on Corporate Governance
Policy & Advocacy
Shareholder Rights:
Corporate Political Spending Shareholder Access to the Company Proxy
AFSCME vs. AIG Litigation
By-laws Initiative
Shareholder Proposals in 2008 Proxy Season
Shareholder Proposals in 2007 Proxy Season
Bebchuk vs. CA Litigation
Shareholder Proposals in 2006 Proxy Season
Executive Compensation:
Say on PayWork for the U.S. Treasurys office of the Special Master for TARP Executive Compensation ("the Compensation Czar")
Testimony Before Congress
Disclosure of Executive Compensation
Option Backdating
Policy Work for Israel:
Leading US Economists Statement on Israeli Legal ReformArticles/posts about the Statement: New York Times, Haaretz Editorial, Haaretz, Market Design, ProMarket op-ed article (with Oliver Hart) on the subject
Report for the Shani committee on business groups, 2011
Advising the Hamdani committee on institutional investors, 2007
Report for the Brodet committee on bank control of non-financial firms, 1995
Designing the M&A section of Israel's corporate code
Other:
Debtholder Rights and Corporate ReorganizationsParticipation in Amici Curiae Briefs
Shareholder Rights:
Corporate Political Spending:
- SEC Rulemaking Petition by the Committee on Disclosure of Political Spending Co-Chaired by Rob Jackson and Myself, 8/3/2011
▪ How to submit comment on the petition
▪ Comments already filed with the SEC on the petition
▪ Supportive letter to SEC chair from 43 members of Congress
▪ NYTimes editorial in support of the petition
▪ NYTimes DealBook column in support of the petition
▪ Articles/posts about the petition in Atlantic, Bloomberg, Bloomberg, Bloomberg, BNA Money & Politics Report, BNA Securities Regulation & Law Report, Brennan Center for Justice, Cal Corporate Law, Center for Political Accountability, Center for Public Integrity, Chicago Tribune, Citizen Vox, Compliance Week, CorpGov.net, Corporate Counsel, Corporate Counsel, Dealbreaker, Fortune, Huffington Post, Huffington Post, Huffington Post, Inter Press Service, Inside Investor Relations, IR Magazine, Lexology, Los Angeles Times, MintPress News, Mother Jones, Moyers & Company, New England In-House, Newsweek, New York Times DealBook, OpenSecrets.org, Pay to Play Law Blog, Point of Law, Politico, Reuters, Reuters, Roll Call, Roll Call, Roll Call, The Sacramento Bee, The Hill, The Hill, Truth on the Market, Truthout, UPI, UPI, Wall St. Cheat Sheet, Wall Street Journal CFO Report, Wall Street Journal CFO Report, Wall Street Journal MarketWatch, Wall Street Journal MarketWatch, Wall Street Journal MarketWatch, Wall Street Journal Washington Wire, Washington Post, Washington Post.
Shareholder Access to the Company Proxy:
- Comment Letter: Empirical Evidence on the Costs of Impediments to Director Removal, 1/2010
- Comment Letter: Private Ordering and the Proxy Access Debate, 1/2010
- Comment Letter of a Bi-Partisan Group of Eighty Professors of Law, Business, Economics, or Finance in Favor of Facilitating Shareholder Director Nominations, 8/2009
- Comment Letter of Thirty-Nine Law Professors in Favor of Placing Shareholder-Proposed Bylaw Amendments on the Corporate Ballot, 10/2007
- Comments of Lucian Bebchuk at the SEC Roundtable, 3/2004
- Comment of Lucian Bebchuk filed with the SEC, 12/2003
- Comment of HLS-HBS Ad hoc faculty group on corporate governance, 12/2003
- Financial Times Op-Ed: "Why Shareholders Must Have More Power", 10/2003
- Comment of Lucian Bebchuk filed with the SEC, 6/2003
- Comment of HLS-HBS Ad hoc faculty group on corporate governance, 06/2003
AFSCME vs. AIG Litigation:
By-laws Initiative:
- HLS Press release
- WSJ article: Shareholder Activism's Latest Weapon
- Critique of my by-laws initiative by Martin Lipton and Mark Gordon
Shareholder Proposals in 2008 Proxy Season
Electronic Arts Proposal and Litigation:
Litigation before the Second Circuit
- Appellant Reply Brief, 4/09
- Amicus Curiae Brief of the U.S. Chamber of Commerce, 4/09
- Brief of EA, 4/09
- Amici Curia Brief of Corporate and Securities Professors, 2/09
- Brief of Appellant, 2/09
Litigation before the Federal District Circuit- Transcript of District Court Hearing and Bench Ruling, 11/08
- Electronic Arts' Reply Brief, 10/08
- Amici Curiae Brief of Corporate and Securities Professors, 9/08
- Response Brief to EA and the Chamber of Commerce, 9/08
- Amicus Curiae Brief of US Chamber of Commerce in support of Electronic Arts, 7/08
- Brief of Electronic Arts, 5/08
- Complaint filed in the Federal Court for the Southern District of New York, 4/08
The Proposal- The Company's No Action Request, 3/08
- My Shareholder Proposal
Poison Pill Proposals:
Shareholder Proposals in 2007 Proxy Season
CEO compensation:
Poison pill adoption:
- ISS recommendation in favor of the proposal
- Glass Lewis recommendation in favor of the proposal
- Proposal gets 57% of votes at annual meeting
- Disney's board amends bylaws in partial implementation of the proposal
- CII alert on Disney's adoption of the proposal
Deviations from poison pill policy:
Director Compensation:
Bebchuk vs. CA Litigation:
- Filed Complaint
- Text of proposal and supporting statement
- Grant & Eisenhofer Press Release
- Articles about Suit in The NY Law Journal, MarketWatch, the Daily Deal/The Deal, The Institutional Investor, The Long Island Business News, Investors Business Daily, and The National Law Journal.
- Opening brief of CA, Inc.
- SEC decision not to issue a no-action letter
- Plaintiff's Pre-hearing Brief
- Materials Attached to Plaintiff's Pre-hearing Brief
- Pre-Hearing Reply Brief of CA, Inc.
- MarketWatch story about the court hearing in this case
- Discussions of the case in The Conglomerate Blog and in Ideoblog
- Transcript of hearing
- Video of the June 16th Chancery Court Hearing
- Court Opinion (Vice-Chancellor Lamb)
- Stories about the court decision by Associated Press, Marketwatch, and Dow Jones Newswires
- Articles about CA's decision to place my proposal on the ballot in Dow Jones Newswires, The Associated Press, The Long Island Business News, and The New York Law Journal
- Cleary Gottlieb memo about the decision's impact
- ISS recommendation to vote in favor of my CA proposal
- Glass Lewis recommendation to vote in favor of my CA proposal
- Dow Jones story about CA's coming meeting
- "The Bebchuk Bylaw," a 14-page article about the CA bylaw and litigation
Shareholder Proposals in 2006 Proxy Season
By-Law Amendments Adopted by Companies Following Submission of Proposals:
- AIG:EC decision not to issue a no-action letter. Adopted a by-law provision to provide proponent reimbursement
- Bristol-Myers Squibb: Adopted a by-law provision concerning poison pills
- Time-Warner: Adopted a by-law provision concerning directors receiving more "withheld" than "for" votes
Proposals Voted on by Stockholders:
- Chevron: Proposal for a by-law amendment to provide proponent reimbursement
- Halliburton: Proposal for a by-law amendment concerning poison pills
- General Dynamics: Proposal for a by-law amendment concerning directors who received more "withheld" than "for" votes
- El Paso: Proposal for a by-law amendment concerning disclosure of retirement benefits
- Home Depot: Proposal for a by-law amendment concerning disclosure of retirement benefits
Executive Compensation:
Say on Pay :
Work for the U.S. Treasury’s office of the Special Master for TARP Executive Compensation (‘the Compensation Czar”):
- Determinations with respect to covered highly compensated employees 1-25
- Determinations with respect to covered highly compensated employees 26-100
Testimony Before Congress:
- Written testimony, hearing on compensation in the financial industry, January 22, 2010, Committee on Financial Services, U.S. House of Representatives
- Written testimony, hearing on compensation structures and systemic risk, June 11, 2009, Committee on Financial Services, U.S. House of Representatives
- Testimony before House Financial Services Committe, 3/2007
- Testimony in Senate Finance: Information About Hearing, Video, & Written Statement, 9/2006
Disclosure of Executive Compensation:
- Comments on the SEC's proposed rules (with Jesse Fried and Robert Jackson Jr.), 4/2006
- Article in SEC Today about the Filed Comments, 4/2006
- Wall Street Journal Op-Ed: "How Much Does the Boss Make?", 1/2006
- Forbes.com Op-Ed: "The SEC: Beyond Disclosure", 1/2006
Option Backdating
Policy Work for Israel:
Report for the Shani committee on business groups, 2011
- Interim Expert Report of Professor Lucian Bebchuk
▪ NYTimes DealBook column in support of the petition
▪ FT editorial supporting the reform
▪ Articles in Haaretz covering my work appeared on December 11, 2013; June 19, 2012; June 6, 2012; May 31, 2012; April 24, 2012; March 21, 2012; December 11, 2011; December 4, 2012; December 1, 2011; November 30, 2011; Novembre 8, 2011; October 27, 2011; October 12, 2011; September 22, 2011; September 20, 2011; August 21, 2011; and August 12, 2011.
Advising the Hamdani committee on institutional investors, 2007
Report for the Brodet committee on bank control of non-financial firms, 1995
Designing the M&A section of Israel’s corporate code
Other:
Debtholder Rights and Corporate Reorganizations
Participation in Amici Curiae Briefs
You can also visit the website of my book:
Pay without Performance: The Unfulfilled Promise of Executive Compensation
(with Jesse Fried)
Harvard University Press
