Policy & Advocacy
Shareholder Access to the Company Proxy:
- 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:
Say on Pay:
Disclosure of Executive Compensation:
- Testimony in Senate Finance: Information About Hearing, Video, & Written Statement, 9/2006
- 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
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 concerning By-Law Amendments:
- My Shareholder Proposal
- The Company's No Action Request
- Complaint filed in the Federal Court for the Southern District of New York
Poison Pill Proposals:
Shareholder Proposals in 2007 Proxy Season
CEO compensation:
Poison pill adoption:
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
You can also visit the website of my book:
Pay without Performance: The Unfulfilled Promise of Executive Compensation
(with Jesse Fried)
Harvard University Press
Recent Profiles:
Interview on PBS (Nightly Business Report)