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Media Mentions

• Executives Kept Wealth as Firms Failed, Study Says, New York Times, November 22, 2009
  But three professors at Harvard are disputing that logic in a new study, saying it is an urban myth that executives at Bear and Lehman were wiped out along with their companies. ... “There’s no question they would have done massively better had their firms not collapsed,” said Lucian Bebchuk, one of the study’s authors. “But the wealth of those top executives was hardly wiped out. The idea that they were devastated financially has kind of colored the picture people have about what payoffs they were facing.”
• Lehman, Bear Executives Cashed Out Big , Wall Street Journal, November 22, 2009
  Bear Stearns Cos. and Lehman Brothers Holdings Inc. executives cashed out nearly $2.5 billion from their firms between 2000 and 2008 even though the financial crisis hammered the shares they held, according to a study set to be released Monday. The study's authors include Lucian Bebchuk, executive director of Harvard Law School's corporate-governance program and an adviser to Treasury Department official Kenneth Feinberg.
• I'm doing 'God's work'. Meet Mr Goldman Sachs, Sunday Times, November 8, 2009
  Blankfein goes on to say something equally audacious. We should welcome the return of titanic paydays at Goldman. ... Many disagree, arguing that in the new, flatter economic landscape, megabucks pay is no longer necessary. Lucian Bebchuk, professor of law, economics and finance at Harvard Law School, says: "These days, it’s easier for banks to keep their employees from being raided. The outside opportunities are less attractive now than in 2007."
• Windfall Seen as Bank Bonuses Are Paid in Stock, New York Times, November 7, 2009
  Even as Washington tries to rein in Wall Street pay, bankers are likely to make unusually large gains on the stock grants and options they received after shares in their companies fell sharply during the financial meltdown…The Treasury Department declined to comment when asked if these bank executives were being set up for windfalls. Lucian A. Bebchuk, a Harvard Law School professor who advised Treasury on pay rules, said, “What should we have done differently?” “It would be better if you could take the stock and somehow neutralize what the government did, but that’s really tricky,” he said. “If you have equity compensation, sometimes there are massive windfalls.”
• Op-Ed by Lucian Bebchuk: Should Bondholders be Bailed Out?, Project Syndicate, October 2009
• A Costly Lesson in the Rule of ‘Loser Pays’, Financial Times, November 1, 2009
  An op-ed by Professor John Coates: As Lord Justice Jackson reviews proposals to reform costs in the UK’s civil justice system by abolishing the “loser pays” rule in collective lawsuits, a current case before the US Supreme Court may provide a useful caution. Jones v. Harris Associates L.P., which will be argued this week, clearly demonstrates that lowering the “loser pays” barrier could have serious consequences.
• Tort Lawyers Target Mutual Funds, Wall Street Journal, November 1, 2009
  If you invest in mutual funds, you should be worried about a case argued today at the U.S. Supreme Court. The lawsuit aims at overturning the way investment managers of mutual funds are paid. The process has worked well and fairly for decades. If it is thrown out, every mutual-fund fee arrangement could end up being litigated in a federal court. This will not benefit the vast majority of investors…The mutual-fund market is competitive, and investors are sensitive to management fees. A 2007 study by Columbia Business School Dean Glenn Hubbard and Harvard Law Prof. John C. Coates found that a 10% increase in fees results in a drop of fund assets of up to 28%, after controlling for other relevant factors.
• Fees Case Strikes at Heart of Mutual Funds, Wall Street Journal, October 30, 2009
  The money-management fees that drive the mutual-fund industry are at stake Monday when the Supreme Court hears a case that asks how much is too much. A ruling for shareholders could push down fees that last year approached $100 billion by some estimates in the $10 trillion industry. …Harvard law professor Jesse Fried, a corporate-governance specialist, said a shareholder win would encourage plaintiff lawyers, "for their own selfish reasons, [to] monitor compensation structures in these firms," filing suits when pay looks out of line. "That will keep the compensation down," he said.
• What's at Stake as the Supreme Court Examines Fund Fees, Morningstar, October 28, 2009
  Morningstar's Ryan Leggio interviews professors John Coates of Harvard and Birdthistle of Chicago Kent about the possible outcomes of the Jones v Harris Supreme Court fund fee case, the level of competition in the fund industry, fund fee structures for institutional versus retail investors, the dispersion of fees for funds following the same index, and the effectiveness of fund boards.
• Pay Czar Increased Base Pay at Firms, Wall Street Journal, October 28, 2009
  Treasury Department pay czar Kenneth Feinberg last week announced sharp cuts in total compensation at the finance and auto companies under his control…"It's got to reflect his judgment that for competitive purposes he's got to keep these people," said Jesse Fried, a Harvard Law School professor who specializes in executive pay. He said cash bonuses, not cash salaries, were the root of the problem.
• Executive compensation: Is it criminal?, Philadelphia Inquirer, October 25, 2009
  ... He cites the studies assembled by Harvard scholars Lucian Bebchuk and Jesse Fried in their 2004 book, Pay Without Performance, which "clearly demonstrated there is not a necessary correlation" between high pay and excellent performance.
• Officials fear systemic risks of bailout, Marketplace, October 21, 2009
  ... Hal Scott: "So if we break up our banks and Europe doesn't break up theirs and the Chinese don't break up theirs, this is going to have an immense impact on who are the players in the international banking system."
• Who Gets Paid What, New York Times , October 21, 2009
  For months, in the basement of the Treasury Department, Washington’s pay masters pushed one way, and the seven beleaguered giants of the bailout era pushed the other. ... By late July, the pay team, in consultation with two prominent compensation experts, Lucian A. Bebchuk and Kevin J. Murphy, devised a 20-page document laying out Mr. Feinberg’s demands for information.
• Six degrees of reparation, MarketWatch, October 19, 2009
  Many reforms have already taken place. Others are still under consideration on Capitol Hill and at the SEC. Harvard Law School Professor Lucian Bebchuk, a longtime advocate of strengthening shareholder rights, anticipates that much of the investor-friendly legislation on Capitol Hill will be approved. He contends that the proposed changes are part of a broad movement that is transforming shareholder-corporation relations in a post-financial crisis period.
• Op-Ed by Lucian Bebchuk and Holger Spamann: Reducing Incentives for Risk-Taking, New York Times: Dealbook, October 12, 2009
• In Merrill’s Failed Plan, Lessons for Pay Czar, The New York Times, October 8, 2009
  It sounds like something Washington’s pay czar might propose to rein in runaway bonuses on Wall Street…“What we have here is something that was by and large good, and now the spotlight is on plans like this,” said Lucian A. Bebchuk, a professor at Harvard Law School who has studied compensation. “But there are elements that could be improved on.”
• Fed aims to rein in bank pay abuses way below top execs, USA Today , October 7, 2009
  A few years ago, rank-and-file loan officers were living it up, cruising around Houston in BMWs and Hummers and partying into the wee hours…But Lucian Bebchuk and Holger Spamann of Harvard Law School say that paying CEOs in stock gives them an incentive to take big risks: If the gamble works, "gains on the upside are unlimited." If it fails, the government, which guarantees deposits, often absorbs the worst of the losses.
• Why Excessive Risk-Taking Is Not Unexpected, The New York Times: DealBook, October 5, 2009
  An op-ed by Lecturer on Law Leo Strine, Jr.: Whatever the possible causes of the recent financial debacle, it seems clear that there is one cause that can be ruled out: that the directors and managers of the failed firms were unresponsive to investor demands to take measures to raise profits and increase stock prices. Rather, to the extent that the crisis is related to the relationship between stockholders and boards, the real concern seems to be that boards were warmly receptive to investor calls for them to pursue high returns through activities involving great risk and high leverage.
• The year's biggest bailouts, Canada.com, October 4, 2009
  It has been a year since the U.S. Congress created the US$700-billion Troubled Asset Relief Program, originally intended as a bailout just for the financial system. Emphasis might be placed on the word "Troubled," as TARP has been plagued by controversy since conception…"My understanding is that the administration would like to use it for another rainy day," says Harvard law professor Hal Scott, who also directs the independent Committee on Capital Markets Regulation. "I think that would be wise."
• Introducing DealBook Dialogue, The New York Times: DealBook, October 2, 2009
  Andrew Ross Sorkin and the DealBook staff invite readers to DealBook Dialogue, our first online round table. The topic is “Too Soon to Rethink? Assessing the Financial Crisis,” and the discussion will be moderated by the Deal Professor, Steven M. Davidoff. ... Beginning Monday, we will have a weeklong round table discussing this topic. ... The participants include: Lucian A. Bebchuk, the William J. Friedman and Alicia Townsend Friedman professor of law, economics and finance, and director of the program on corporate governance, at Harvard Law School.
• Birthday For A Bailout, Forbes, October 2, 2009
  As of Saturday, it will have been a year since the U.S. Congress created the $700 billion Troubled Asset Relief Program, originally intended as a bailout just for the financial system…"My understanding is that the administration would like to use it for another rainy day," says Harvard law professor Hal Scott, who also directs the independent Committee on Capital Markets Regulation. "I think that would be wise." If another big bank were on the brink of collapse, he says, there might no other alternative than to use TARP funds to keep it from pulling down the economy.
• Banker-Pay Limits May Hurt Citigroup, Bank of America, Bloomberg, September 29, 2009
  Citigroup Inc., Bank of America Corp. and smaller banks seeking to attract talent and regain ground on stronger peers may face a new obstacle from the global push to rein in executive pay…Investor advocates including Lucian Bebchuk, a professor of economics and finance at Harvard Law School, say guaranteed bonuses create “perverse incentives” for executives to take excessive risks.
• Did Bankers’ Pay Add to This Mess?, The New York Times, September 26, 2009
  Proposals to cap the compensation of bank C.E.O.’s have gained traction lately as a means of heading off another financial crisis…There is certainly some support for the broad assumptions behind this argument, notably in a working paper by Lucian A. Bebchuk and Holger Spamann, both professors at Harvard Law School, that began circulating earlier this year. It argues that compensation for bank C.E.O.’s is asymmetrical — that they often stand to make much more money when their banks succeed than they could lose if their banks fail.
• Op-Ed by Lucian Bebchuk: Unblocking Corporate Governance Reform, Project Syndicate, September 2009
• New Hostility for an Old Delaware Antitakeover Law, Wall Street Journal: Deal Journal, September 24, 2009
  A pickup in hostile deals and a weakening of the poison pill have brought into focus an overlooked Delaware law that has thwarted takeover attempts–but might be unconstitutional, according to a new study by a Harvard University professor. Delaware's M&A bar and judiciary are abuzz over a yet-unpublished 63-page paper by Guhan Subramanian, a professor at Harvard's law and business schools, that raises questions about constitutionality of Delaware's antitakeover statute–Section 203 of the state's corporate code. Covering more than half of all U.S. corporations, it is the most important antitakeover law in the country.
• Profs. Sign Amicus Brief, The Harvard Crimson, September 24, 2009
  Four Harvard Law School professors signed a statement in support of the defendant in a case regarding executive pay that will be heard by the Supreme Court next week. In the case, Jones et al. v. Harris Associates, several mutual fund investors charged that the fund had overpaid its advisors. The Seventh Circuit Court of Appeals in Chicago dismissed a full court rehearing of the lawsuit in May 2008. Law professors John C. Coates, Robert C. Clark, Allen Ferrell, and J. Mark Ramseyer signed an amicus brief earlier this month in support of the defendant, Harris Associates, along with more than 20 other corporate law and finance professors…"I didn't think the research I had worked on was presented fairly in the other briefs," Coates said. "I wanted to make sure the Supreme Court understood what the research out there really meant."
• Op-Ed by Hal Scott: Regulatory Reform Needs Rethink, Financial News Online, September 21, 2009
• Obama Outlines Sweeping Financial Reforms in Wall Street Speech, DSNews.com, September 14, 2009
  One year to the day after the colossal failure of Lehman Brothers Holdings Inc. sent markets into a tailspin and raised questions about the adequacy of U.S. financial regulations, President Barack Obama said Monday that the need for intense government involvement in the financial sector was "waning," but he still laid a blueprint for wide-reaching regulatory reforms…"The American regulatory structure is in total disarray and what has been proposed to fix it is partial, and even then there is heavy resistance," Hal Scott, Nomura Professor of International Financial Systems at Harvard Law School, told Reuters. "I don’t see us coming out with any significant change to the structure. The right rules and the wrong system is what we might end up with."
• Financial Reform May Fail to Avert Another Lehman, Reuters, September 10, 2009
  The collapse of Lehman Brothers a year ago has been likened to the 1994 crash that killed Formula One star Ayrton Senna, in the way it has spurred calls for root-and-branch review of risk in the financial sector… "The American regulatory structure is in total disarray and what has been proposed to fix it is partial, and even then there is heavy resistance," said Hal Scott, Nomura Professor on International Financial Systems at Harvard Law School. "I don't see us coming out with any significant change to the structure. The right rules and the wrong system is what we might end up with."
• U.S. Turns up Heat on Basel Bank Reform, Reuters, September 3, 2009
  "Basel, in my view, was a total failure. None of the Basel changes will lead to the right result. What we learnt from the crisis is that simple leverage ratios prevented more damage from being done than Basel was doing," said Hal Scott, a professor of international finance at Harvard Law School.
• SEC Madoff Review Was A Scandal, Portfolio.com, September 2, 2009
  Hal Scott, Nomura Professor of International Financial Systems at Harvard Law School, said the problems that the SEC had catching an out-and-out financial crook like Madoff were a reflection of an overly legalistic agency culture that is good at enforcing rules but not good at understanding complex business issues such as options trading. "They just didn't have the knowledge or resources to detect this," he said. "My takeaway is that they were understaffed. And not only were they understaffed…they lacked economic sophistication."
• Sheila Bair Goes on the Attack Again, The Deal, September 1, 2009
  ... But as Judge Richard Posner argues in a detailed critique of the Treasury reform plan (you can find the two-part piece at the Harvard Law School Forum on Corporate Governance and Financial Regulation), the reform schemes that have been put forward by Treasury are undercut by the simplistic explanations for the cause of the crisis in the first place.
• Op-Ed by Lucian Bebchuk: Why Financial Pay Shouldn't be Left to the Market, Project Syndicate, August 2009
• Op-Ed by Lucian Bebchuk: Bonus Guarantees Can Fuel Risky Moves, Wall Street Journal Online, August 27, 2009
• Alternatives to Sarkozy's pay caps, The Deal, August 27, 2009
  Instead of basing executives' payoffs only on equity, or levered equity, compensation could be based on the value of a broader array of securities, as suggested by Harvard Law professor and compensation expert Lucian Bebchuk. In a research paper Bebchuck and Ph.D. candidate Holger Spamann write:
  Instead of tying executives' compensation to the value of a specified percentage of the common shares, executives' compensation could be tied to the value of a specified percentage of the value of the common shares and the preferred shares.
• Valeant CEO's Pay Package Draws Praise as a Model, Wall Street Journal, August 24, 2009
  Pay experts say the deal gives Mr. Pearson incentives to boost long-term value for investors. For example, the 49-year-old CEO only gets to keep certain restricted shares if Valeant's share price increases at least 15% a year through February 2011. Mr. Pearson can't sell most restricted shares or exercised stock options for two years after they vest. "It goes a substantial distance toward addressing my concerns about executive-pay arrangements," says Lucian Bebchuk, a Harvard law professor and frequent pay critic.
• Op-Ed by Hal Scott: The Fed's independence is at risk, Financial Times, August 24, 2009
• Law Firms Submit Joint Letter to SEC to Oppose Shareholder Nominations to Corporate Boards, Law.com, August 19, 2009
  "We believe that providing shareholders with rights to place director candidates on the company's proxy card, as the SEC proposes doing, would improve director accountability," wrote Harvard Law School professor Lucian Bebchuk on behalf of the group.
• Pay Regulation is Not the Best Way to Address Moral Hazard, Financial Times, August 17, 2009
  Sir, Lucian Bebchuk has strongly endorsed the House of Representatives' decision to regulate the pay structure of the entire financial sector ("Regulate financial pay to reduce risk-taking", August 4). Financial institutions are special, argues Prof Bebchuk, because they impose costs on taxpayers that they do not internalise. This specialness warrants a broader role for the government in setting chief executive officers’ pay in financial institutions.
• Should Executive Pay Be Regulated?, TIME, August 10, 2009
  When I run this example by Lucian Bebchuk, a Harvard Law School professor who has supplied much of the intellectual firepower for the current pay-regulation campaign, he has a ready retort. "When they run out of good, substantive arguments, they come to the argument of unintended consequences," he says of pay-regulation opponents. "We have seen the consequences of the lack of intervention in the last 10 years. We have lived with that experiment."
• Their Gamble, Everyone's Money, The New York Times, August 8, 2009
  Lucian Bebchuk and Holger Spamann, experts in securities law at Harvard Law School, suggested that bankers' pay could be linked to other prudential rules, like capital requirements. For instance, if bankers' pay was designed to rise when the value of the assets did but not to fall commensurately when the assets went sour, they might be tempted to take on more risk than they should. If regulators determined that was the case, they might require banks to set aside more capital, just as they must when they make risky loans.
• Congress Tackles Wall Street Pay, WNYC Radio Interview with Lucian Bebchuk, August 6, 2009
  
• Congress, Lobbyists Debate Meaning of Risk, MarketWatch: Capitol Report, August 6, 2009
  Harvard Law School professor Lucian Bebchuk argues in favor of government intervention in pay practices at financial institutions, in part, because, unlike other failures in other industries, the sudden insolvency of mega-banks results in high bailout costs for taxpayers. "The government has an interest in how pay structures have an impact on risk-taking of people at financial institutions because of the costs that such risk taking has on taxpayers," Bebchuk said.
• Lucian Bebchuk on pay and governance, The Deal, August 4, 2009
  The marriage of shareholder governance and the belief that excessive compensation is the root of all evil is an uneasy one, as Harvard Law School's Lucian Bebchuk reveals in a column in Tuesday's Financial Times. Bebchuk makes the argument that given finance's essential systemic role, the government has every right to set compensation, skirting the usual governance powers of the board, much as regulators have the right and responsibility to limit imprudent behavior. By making this argument, Bebchuk is thus trying to draw a line between, say, the big banks and the rest of corporate America.
• Op-Ed by Lucian Bebchuk: Regulate Financial Pay to Reduce Risk-Taking, Financial Times, August 4, 2009
• House Backs Greater Say On Pay by Shareholders, Washington Post, August 1, 2009
  "The bill does not look deliberately and consciously at the amount of compensation, only the incentives the pay structures produce," said Lucian Bebchuk, director of the program on Corporate Governance at Harvard Law School. "With respect to the shareholder 'say on pay' and bolstering on compensation committee independence, these are useful steps . . . but their effectiveness is going to be limited."
• Bankers' Bonuses Beat Earnings as Industry Imploded, Washington Post, July 31, 2009
  "The details of design in many cases still fall short of what is necessary," said Lucian Bebchuk, a Harvard law professor who has met with Obama administration officials to discuss pay principles. "There is substantial distance we need to go before we have effective tying of pay with long-term results."
• Op-Ed by Lucian Bebchuk: Let the Good Times Roll Again?, Project Syndicate, July 2009
• Wall Street keeps paying out huge bonuses to star performers as recession batters economy, Associated Press, July 31, 2009
  Overall, the banks are on track to pay out more than they did before the recession began. If current patterns hold, the biggest banks will pay their workers $156 billion in 2009, compared to the $143 billion paid in 2006, adjusted for inflation, said Lucian Bebchuk, a Harvard University professor and leading expert on corporate pay.
• Floyd Norris on compensation, the crisis, The Deal, July 31, 2009
  ... In one column, Norris has managed to poke a stick at commentators (never named) as diverse as Lucian Bebchuk, Barney Frank, Matt Taibbi, the Times' own Gretchen Morgenson and the paper's own editorial board (of which he was once a member). Not a bad day's work. He'll undoubtedly be widely pilloried for it.
• New legislation may change exec pay, Marketplace from American Public Media, July 31 2009
  Lucian Bebchuk: "That's an element that could potentially be quite consequential, depending on whether regulators indeed make substantial use of the power". Bebchuk says regulators could force banks to tie bonuses to long-term performance rather than short-term profits.
• Op-Ed by Lucian Bebchuk and Alma Cohen: Back to the Good Times on Wall Street, Wall Street Journal Online, July 31 2009
• House Set to Vote on Curbs for Executive Pay, The Christian Science Monitor, July 29, 2009
  ... Meanwhile, executive pay has been rising steadily. In the early 1990s, total pay for the top five executives typically equalled about 5 percent of corporate profits, according to research by Lucian Bebchuk of Harvard University and Yaniv Grinstein of Cornell University. By early in this decade, that percentage had roughly doubled, they found.
• Should You Invest In Toxic Assets?, The Wall Street Journal, July 29, 2009
  "For now, the bulk of toxic assets are not going to be in play," Harvard law professor Lucian Bebchuk, one of the intellectual architects of PPIP, told me. Changes to accounting rules and government stress tests, have taken off some of the pressure off banks, so Professor Bebchuk says banks are not as motivated to sell their toxic assets as they were when PPIP was set up in March. "For many types of toxic assets, even if the banks can get a price that's fair, if it's at a discount to face value they don't have an incentive to do it," he says.
• Interview with Bloomberg TV on Executive Pay Reform (Video), July 28, 2009
• Congress urged to curb insurers' risky behavior, Reuters, July 28, 2009
  A large U.S. consumer group urged Congress on Tuesday to clamp down on insurers' risky practices after last year's near collapse of AIG due to its foray into exotic derivative instruments… Hal Scott, a professor of international finance at Harvard Law School, urged creation of an optional federal charter for insurers, so that insurers could opt to be overseen by the federal government.
• Enron Foe to Aid in Study of Financial Collapse, Las Vegas Sun, July 27, 2009
  Lucian Bebchuk, who runs the corporate governance program at Harvard Law School and consults with Georgiou on those issues, said he brings a rich experience and broad perspective.
• Of Banks and Bonuses, The New York Times, July 26, 2009
  An insightful reform recommended by Lucian Bebchuk, a Harvard Law professor and director of the law school's Program on Corporate Governance, would require that executive compensation be tied not only to the company's stock performance, but also to the long-term value of the firm's other securities, like bonds. That would encourage executives to be more conservative about using borrowed money to juice returns to capital, because it would expose them to the losses that leverage can exert on all the firm's investors.
• Capitol Deal Frees Up Capital, Las Vegas Sun, July 24, 2009
  ... Georgiou serves on the advisory board of Harvard Law School Program on Corporate Governance.
• Op-Ed by R. Glenn Hubbard, Hal Scott, and John Thornton: The Fed Can Lead on Financial Supervision, Wall Street Journal Online, July 24, 2009
• The Art of Snatching Defeat Out of Victory - Part II, Daily Kos, July 23, 2009
  As Harvard Law School professor Lucian Bebchuk has noticed (http://blogs.wsj.com/...), "a month after the PPIP program was announced, under pressure from banks and Congress, the U.S. Financial Accounting Standards Board watered down accounting rules and made it easier for banks not to mark down the value of toxic assets. For many toxic assets whose fundamental value fell below face value, banks may avoid recognizing the loss as long as they don’t sell the assets. ..."
• Op-Ed by Lucian Bebchuk: Paying for Performance at Goldman, Wall Street Journal Online, July 24, 2009
• U.S. Banks Paying Bonuses Like Pre-Crisis, United Press International, July 23, 2009
  Harvard economics and law professor Lucian Bebchuk told the Post he considered the big bonuses especially "surprising, given that the lessons of the financial crisis are so fresh and clear and that the need for compensation reform is so widely accepted."
• Tax Changes Urged for Mutual Funds, Wall Street Journal Online, July 21, 2009
  The U.S. system for taxing mutual funds needs to change to keep the domestic-fund industry competitive with Europe, according to a person who consults on funds to the Securities and Exchange Commission. John C. Coates, a professor at Harvard Law School, has written a set of recommendations on taxing and regulating mutual funds that says some features of the U.S. industry are anticompetitive. In a report released by the Committee on Capital Markets Regulation, an independent, nonpartisan research organization, Mr. Coates proposes several changes.
• Op-Ed by Mark Roe: What Happens When the Government Enters the Ring?, Forbes, July 21, 2009
• Panel Probing Financial Crisis Has Wall Street Ties, The Wall Street Journal, July 18, 2009
  Mr. Georgiou is described as "of counsel" by his law firm, and functions as a liaison with institutional investors. He has worked closely with the commission's chairman, former California Treasurer Phil Angelides. Mr. Georgiou also is a business owner and an adviser to a Harvard Law School corporate-governance program. He had a long career in state government in California in addition to his work with plaintiff law firms, and has litigated on behalf of farm workers.
• Democrat Appointments to Financial Crisis Inquiry Commission, The Wall Street Journal: Real Time Economics, July 15, 2009
  Byron Georgiou, who is a Las Vegas-based businessman and attorney. Mr. Georgiou serves on the advisory board of the Harvard Law School Program on Corporate Governance which hosts the leading blog on corporate governance and financial regulation. Mr. Georgiou is the President of Georgiou Enterprises, a company with a wide range of business interests from international carbon emission reductions projects to residential and commercial real estate and golf course management and development.
• California's Angelides to Lead Financial Crisis Probe, Bloomberg, July 15, 2009
  ... Democratic leaders also appointed Brooksley Born, former chairman of the Commodity Futures Trading Commission; former U.S. Senator Bob Graham of Florida; John Thompson, chairman of Cupertino, California-based Symantec Corp.; Heather Murren, a retired managing director at Merrill Lynch & Co.; and Byron Georgiou, a Las Vegas lawyer and member of the advisory board of Harvard Law School's corporate governance program.
• Where Do We Go from Here? Part II, The Atlantic: A Failure of Capitalism, July 14, 2009
  The first proposal, in the form that I will consider, is the brainchild of Lucian Bebchuk, a very able lawyer and economist who teaches at Harvard Law School. Bebchuk is a leading critic of overcompensation of CEOs, but his proposal concerning the compensation of financial executives is distinct, and even (as I'll argue) inconsistent with his general position on overcompensation.
• With Big Profit, Goldman Sees Big Payday Ahead, The New York Times, July 14, 2009
  Another concern is that the blowout profits might encourage rivals to try to match Goldman in the markets so they, too, can return to paying hefty bonuses. Wall Street's bonus culture is widely seen as having encouraged the excessive risk-taking that set off the financial crisis. "I find this disconcerting," said Lucian A. Bebchuk, a Harvard law professor. "My main concern is that it seems to be a return to some of the flawed short-term compensation structures that played an important role in the run-up to the financial crisis."
• The Role of the Law Schools in the Recovery from the Current Depression, The Atlantic: A Failure of Capitalism, July 11, 2009
  As a result, with a few notable exceptions, such as Lucian Bebchuk, Edward Morrison, and Steven Schwarcz, academic lawyers (and Bebchuk and Morrison have Ph.Ds in economics, as well as law degrees) have not made a contribution to the understanding and resolution of the current economic crisis, even though it bristles with legal questions.
• Op-Ed by Lucian Bebchuk: The Fall of the Toxic-Assets Plan, Wall Street Journal Online, July 9, 2009
• The Mark-To-Market Change Will Kill The PPIP Will Kill The Mark-To-Market Change, The Atlantic Online, July 9, 2009
• Lucian Bebchuk on the PPIP, The Washington Post, July 9, 2009
• Still Skeptical About Banks, Seeking Alpha, July 7, 2009
• Altering Incentives in the Financial Industry, Seeking Alpha, July 1, 2009
  Lucian Bebchuk and Holger Spamann of the Harvard Law School make the big point in an excellent recent paper. Its focus is on the incentives affecting management. These are hugely important. Still more important, however, is why a limited liability bank, run in the interests of shareholders, is so risky.
• Financial and Economic Crisis - Law Firms Executive Compensation: Major Changes On The Way, The Metropolitan Corporate Counsel, June 30, 2009
  ... I recently read an insightful discussion paper by Harvard professors Lucian Bebchuk and Holger Spamann on the capital structure of banks. According to the authors, excessive leverage and government backstops on deposits have resulted in distorted incentives for bank executives. They believe that compensation of bank executives requires totally different considerations than compensation for executives of other institutions.
• Fixing Fat Cats, Business Spectator, June 27, 2009
  In an influential book, Bebchuk and Fried (2004) argued that executive compensation is set by managers themselves to maximise their own pay, rather than by boards on behalf of shareholders. Indeed, many commentators argue that executives' pay schemes were major contributors to the financial crisis, encouraging them to take on too much risk and manage their company for short-term profit.
• Op-Ed by Lucian Bebchuk: Toxic Tests, Project Syndicate, June 2009
• On Executive Pay, Simpler Is Better, Harvard Business Review, June 25, 2009
  ... In a separate post in this debate, Lucian Bebchuk and Jesse Fried offer a complex timing scheme of vesting and cashing stock options. They're trying to retain the intense incentives of stock options while preventing gamesmanship. It's hard to see boards going along, once the outcry over executive compensation fades.
• Perilous Incentives, Business Spectator, June 24, 2009
  Lucian Bebchuk and Holger Spamann of the Harvard Law School make the big point in an excellent recent paper. Its focus is on the incentives affecting management. These are hugely important. Still more important, however, is why a limited liability bank, run in the interests of shareholders, is so risky.
• Lucian Bebchuk and Jesse Fried: How to Tie Equity Pay to Long-Term Performance, Harvard Business Review, June 24, 2009
  
• USC Marshall Professor Testifies in D.C., USC News, June 19, 2009
  The Treasury Department's counselor Gene Sperling, Harvard Law School's Lucian Bebchuk and Nell Minnow of The Corporate Library were among the panelists who also testified in front of the committee, which is chaired by Massachusetts Rep. Barney Frank, who's seeking new laws on compensation structures.
• Letter From America: Critic of High C.E.O. Pay Is Vindicated, The New York Times, June 18, 2009
  ... But if you’re Lucian Bebchuk, professor of law, economics and finance at the Harvard Law School, and a man recently described in The New York Times as waging a "crusade" against the way corporate wages are paid, the moral question is secondary to a practical one. "I’m not a crusader by nature," Mr. Bebchuk, who was born in Poland and raised in Israel, said in a phone interview this week. "I got into this subject by intellectual interest." It was an interest, moreover, that made Mr. Bebchuk something of a prophet a few years ago, in 2004 to be exact, when he and Jesse Fried published a book titled "Pay Without Performance."
• Op-Ed by Lucian Bebchuk and Jesse Fried: Equity Compensation for Long-Term Results, Wall Street Journal Online, June 16, 2009
• Independent Finance Experts: Bank Execs, Boards Should Be Fired, The Huffington Post, June 15, 2009
  ... Though the other two panelists were more than comfortable suggesting a legal framework for further action against finance executives, Harvard Law professor Lucien Bebchuk seemed reluctant to prescribe new legislation to the committee.
• Risk vs. Executive Reward, The Wall Street Journal, June 15, 2009
  ... the recent papers highlight how difficult it may be to limit incentives for risk-taking. Harvard Law School professor Lucian A. Bebchuk says financial-services companies' reliance on large amounts of borrowed money offers executives the prospect of big gains while encouraging them to downplay potential risks. Mr. Bebchuk, who directs Harvard's corporate-governance program, worries that federal officials are pushing banks to adopt practices, such as granting restricted stock and giving shareholders an advisory vote on executive pay, that may make the problem worse. That is because many banks' share prices are now so low that shareholders, with little to lose, may support executives' taking big risks. He recommends tying executive pay to the performance of a company's bonds and preferred stock, in addition to its common stock, and basing bonuses on measures other than earnings per share.
• Op-Ed by Mark Roe: The Chrysler Bankruptcy Sale: An Assessment, Forbes, June 15, 2009
• Outlook dim for adviser SRO in financial-reform proposal, Investment News, June 14, 2009
  Indeed, the administration is "being pushed away from any significant regulatory change by the forces that have opposed reform," said Hal Scott, a law professor at Harvard Law School in Cambridge, Mass., who is director of the Committee on Capital Markets Regulation. "Those forces are the industry, Congress and the existing regulators," who all want to maintain the status quo, he said.
• Geithner's Plan on Pay Falls Short, The New York Times, June 13, 2009
  On Wednesday, the Treasury secretary held a roundtable discussion with a group of about 20 government officials and outside experts; the subject was executive compensation. Kenneth R. Feinberg, the Treasury Department’s new "comp czar," was there, as was Mary Schapiro, the new chairman of the Securities and Exchange Commission; Daniel K. Tarullo, the newest Federal Reserve governor; and Lucien Bebchuk, the Harvard Law School professor who has turned his academic interest in executive compensation into a crusade.
• Executive Compensation Revisited, Seeking Alpha, June 12, 2009
  ... So, I decided to call on some reinforcements. Lucian Bebchuk, a leading researcher of executive compensation (book; important paper discussed here), and Holger Spamann have a new paper called "Regulating Bankers' Pay" that discusses precisely this issue. They conclude not only that regulation of banks' executive compensation would be a good thing, but that it may actually be better than the traditional regulation of banks' activities.
• House Panel Clashes Over Pay Restrictions, The New York Times, June 12, 2009
  Lucian A. Bebchuk, a Harvard law professor who testified at the hearing, had similar criticisms about the banking industry in particular. In a written version of his opening statement to the committee, he argued that banks’ lopsided pay structure had encouraged dangerous risk-taking. "Because top bank executives were paid with shares of a bank holding company or options on such shares, and both banks and bank holding companies obtained capital from debtholders, executives faced asymmetric payoffs, expecting to benefit more from large gains than to lose from large losses of a similar magnitude."
• Gene Sperling Opening Statement Before the House of Representatives, News Blaze, June 11, 2009
  ... Yet, as Harvard Professor Lucian Bebchuk has written, compensation packages based on restricted stock are not a fool-proof means of ensuring alignment with long-term value, as such pay structures can still incentivize well-timed strategies to manipulate the value of common equity or take "heads I win a lot, tails I lose a little" bets depending on the capital structure and degree of leverage of the firm.
• New Pay Guidelines Raise Questions, Wall Street Journal, June 10, 2009
  Treating bank executives' pay in a vacuum will not cure the problem of excessive risk-taking – and may prove counterproductive, says Lucian A. Bebchuk, a Harvard Law School professor and director of its corporate-governance program. He says the highly levered structure of financial-services firms gives executives the possibility for big gains, without much risk. Mr. Bebchuk said encouraging grants of restricted stock and shareholder votes on compensation packages may exacerbate the problem.
• Business As Usual On Executive Pay?, FinancialTimes, June 9, 2009
  According to Lucian Bebchuk, director of the corporate governance programme at Harvard Law School and co-author of Pay without Performance: The Unfulfilled Promise of Executive Compensation, individual directors are also concerned about suffering damage to their own personal standing if they agree pay awards that subsequently attract criticism. For example, following the controversy over the pension awarded to Sir Fred Goodwin at Royal Bank of Scotland, Sir Tom McKillop, the former RBS chairman who helped to negotiate it, felt obliged to step down as non-executive director at BP.
• Finance Reforms Pared Back, Wall Street Journal Online, June 9, 2009
  The Obama administration is backing away from seeking a major reduction in the number of agencies overseeing financial markets, people familiar with the matter say, suggesting that the current alphabet-soup of regulators will remain mostly intact… "It's not only an opportunity, they are avoiding a necessity," says Hal Scott, a professor at Harvard Law School. "I understand all these political forces -- they've been obstructing necessary change for decades. But we are in a very serious situation. The regulatory system has demonstrated its inability to function, and I really think its incumbent on somebody to do what's right."
• Op-Ed: by Reinier Kraakman: The Directors Guild, New York Times, June 7, 2009
• Op-Ed by Lucian Bebchuk: The False Promise of Global Governance Standards, Project Syndicate, May 2009
• Restraints on Executive Pay, The Economist, May 30, 2009
  What went wrong? With hindsight, it is clear that the industry’s leaders collectively failed to understand the nature of the risks their firms were taking on. But Lucian Bebchuk, a pay expert at Harvard Law School, sees another problem. He points out that equity-based bonus plans align bankers’ interests only with those of shareholders. This encourages them to make big bets that could dramatically increase the value of a bank’s shares. But if those bets go wrong, then it is not just shareholders who end up shouldering the catastrophic losses; they are borne by unsuspecting bondholders and taxpayers too. To solve this problem, Mr Bebchuk recommends linking bankers’ fortunes not just to share prices, but also to, say, the price of credit-default swaps on a bank’s bonds.
• Reshaping Financial Oversight, Wall Street Journal Online, May 28, 2009
  The worst financial crisis since the Great Depression is about to prompt the most far-reaching renovation of the rules and institutions that regulate finance since the 1930s. And the change won't wait for the economy to recover. The Obama administration is rushing to finish a proposal for reshaping financial regulation and wants Congress to act on it by the fall… But how much power to give the Fed? Here's where it gets interesting. In the past week, two private-sector groups emphatically said the Fed should be the sole financial stability regulator. The groups are the Committee on Capital Markets Regulation, a collection of Wall Street executives and academics led by Harvard law professor Hal Scott, and the Squam Lake Group, 15 academics convened by Dartmouth finance professor Kenneth French. Neither could agree on what the Fed should do beyond, as the Squam Lake Group put it, "gathering, analyzing and reporting information about significant interactions between and risks among financial institutions."
• Op-Ed: by Lucian Bebchuk: The SEC's Proxy Access Proposal, Wall Street Journal Online, May 27, 2009
• Re-regulation Will Fail to Curb Bankers' Worst Excesses, FinancialTimes.com, May 27, 2009
  ... Then there is the case of the remarkably unstressful stress tests, which showed that US banks needed no more than $75bn of fresh equity. Yet the methodology in the stress test report is open to question. Lucian Bebchuk of Harvard University points out that the report's estimate of $600bn aggregate losses takes into account losses arising from non-payment, but not discounts related to mark-to-market values.
• RPT-Novel Ideas Surface For U.S. Banks' Executive Pay, Reuters, May 26, 2009
  Lucian Bebchuk, a professor at Harvard Law School, and colleague Holger Spamann argue that a banker's pay should be tied to all of the bank's assets, not just to equity, which they say accounts for only about 5 percent of overall assets. "Banking regulators should monitor executive pay in banks, and prevent arrangements that incentivize top bankers to focus only on the bank's equity, which ... can gain through strategies that are detrimental to the other 95 percent," they write in a forthcoming paper. Bebchuk and Spamann suggest top bankers should be paid on a "broader set of claims, including deposits and junior debt," which would prod them "to place much greater weight on possible losses in their choice of strategy."
• Op-Ed: by Mark Roe: Delayed Petrol Tax Beats CAFE Plan, Financial Times, May 21, 2009
• Op-Ed: by Lucian Bebchuk: Near-Sighted Stress Tests, Forbes.com, May 20, 2009
• Op-Ed by Mark Roe: Stress Testing the Government's Chyrsler Plan, Forbes, May 13, 2009
• AIG Trustees Should Answer to Taxpayers, Not Fed, Towns Says, Bloomberg.com, May 12, 2009
  A House panel plans to ask trustees assigned to safeguard the U.S. government's $182.5 billion investment in American International Group Inc. whether their supervision by the Federal Reserve Bank of New York serves taxpayers’ interests…"The people appointed are long-time Fed players," said Mark Roe, a professor at Harvard Law School in Cambridge, Massachusetts, who has written a book on corporate governance. "They’re likely to take signals from the Fed anyway, even if not obligated to."
• Funds Say Ready for US Toxic Asset Buys in June, Reuters, May 8, 2009
  Harvard Law School professor Lucien Bebchuk said simply restarting frozen markets for troubled assets could lift their valuations above current fire-sale levels, but banks will still need capital injections. "The troubled assets plan will nicely complement the program for recapitalizing banks by providing a clearer picture of which banks are insolvent or undercapitalized, thus making it easier to target capital injections to banks most in need of capital," he said.
• Bernanke Urges Revising Gramm-Leach-Bliley Law, American Banker, May 8, 2009
  The tests' whole point was to encourage banks to build cushions against future losses, but Hal Scott, the director of Harvard Law School's program on international financial systems, said more capital and regulation do not result in less risk. "It's fair to say that capital requirements have proven completely inadequate," he said. "The most intensive and detailed area of regulation — capital — has not worked. More regulation therefore does not necessarily translate into less systemic risk."
• Retail Investors in Buying Mood Despite Downturn , Investment News, May 7, 2009
  ... Principal-protected mutual funds are also becoming popular, said Allen Ferrell, Harvard Greenfield Professor of Securities Law at Harvard Law School in Cambridge, Mass. "But these products promise to return the amount invested over a 3-, 5- or 7-year time period in nominal terms," he said. "Particularly in an environment where inflation is possible, what is the value of that guarantee?"
• Op-Ed by Hal Scott: Banks Need Fewer Carrots and More Sticks, Wall Street Journal, May 6, 2009
  
• Op-Ed by Lucian Bebchuk: The PPIP: keep banks out, FinancialTimes.com, May 5, 2009
• Early Days of Chrysler Bankruptcy Will Define What 'Speedy' Can Be, Detroit News, May 4, 2009
  "This could get messy," Mark Roe, a Harvard Law professor, wrote last week in the Wall Street Journal. "First off, in a bankruptcy any single creditor is entitled to get the liquidation value of its claim. So any creditor can assert that what it would get if Chrysler sold its factories quickly would be more than the 32 cents per dollar that Treasury had guaranteed Chrysler's secured creditors before the government deal fell apart this week. Not all of those who've already raised their hands in favor prior to bankruptcy, especially the smaller investors, will still be raising their hands inside Chapter 11. They can change their mind, and some just didn't want any negative publicity before the bankruptcy."
• Op-Ed by Mark Roe: A Chrysler Bankruptcy Won’t Be Quick, Wall Street Journal, May 1, 2009
• Changing Course, The Economist , April 30, 2009
  When banks have only thin slices of equity, or when share prices have dropped precipitously, shareholders’ propensity to gamble goes up even more. A new paper from Lucian Bebchuk and Holger Spamann of Harvard Law School suggests that bankers’ pay be tied not just to equity but to other bits of the bank’s capital structure, such as preferred shares and bonds. Giving shareholders more control makes sense, but like every other solution to this wretched crisis, it creates problems of its own.
• The Quest for Global Governance Standards, Directorship, April 23, 2009
  In the search for metrics to assess governance of public companies, Harvard Law School Professor Lucian Bebchuk and Hebrew University Professor Assaf Hamdani discuss the major shortcomings of current methods plaguing researchers on The Harvard Law School Forum on Corporate Governance and Financial Regulation blog.
• Op-Ed by Lucian Bebchuk: How to Avoid Overpaying for Toxic Assets, Wall Street Journal, April 21, 2009
  
• Welcome to Tax-Dodge City, USA, Guardian, April 13, 2009
  Mark Roe, a professor at Harvard Law School, says Delaware has a huge incentive to make company-friendly laws to lure multinationals which are not necessarily in the interests of either shareholders or the public. "Delaware understands that the principal actors in deciding where to incorporate are the managers of companies and insiders," says Roe. The risk, he says, is "they come up with law as friendly to insiders as it can be while still being credible".
• Does AIG Really Need to Pay Its Counterparties in Full?, ProPublica, April 7, 2009
  A third option, advocated most prominently by Lucian Bebchuk, director of the Program on Corporate Governance at Harvard University, is for AIG to simply file for Chapter 11 bankruptcy. A bankruptcy court would then have powers to renegotiate the company's swaps and demand substantial concessions from counterparties.
• Bankruptcy Fears for GM and Chrysler Weigh Heavily on NASCAR, The Birmingham News, April 2, 2009
  "People often think that bankruptcy means the company shuts down and stops activities," said Harvard law professor Mark Roe, an expert on corporate bankruptcy and reorganization. "That can happen, but it doesn't have to. And in a successful Chapter 11 reorganization, it doesn't."
• Evening Reading: Loving the Geithner Plan, But One Improvement Please, The Wall Street Journal: Deal Journal, April 1, 2009
  Over at the Harvard Law School Corporate Governance Forum, Lucian Bebchuk, a professor of law, economics and finance at Harvard Law School, has some criticism of the plan. Bebchuk, though, isn’t like most critics who have panned the plan. In fact, he was an early supporter of purchasing the troubled-assets from the nation’s banks.
• New GM CEO Doesn’t Rule Out Bankruptcy, Detroit News, April 1, 2009
  ... But Harvard law professor Mark Roe, a top bankruptcy expert, said it would likely take significantly longer than the 30-day bankruptcy procedure described by the Obama administration for GM to deal with its many brands and dealers, as well as liabilities to the UAW and bondholders, even under a Section 363 procedure. "If a company went into bankruptcy and its only problem was bond debt, 30 days might be pushing it, but that's thinkable," he said. "But if it's more complicated -- and GM is more complicated -- it's hard to do that unless you do it without addressing the structural problems."
• Target’s Challenge, The New York Times: DealBook, March 31, 2009
  ... In case you are wondering, only Pershing has nominated a fifth director to take office if the resolution does not pass and Target’s board remains at 13 members. Pershing Square’s fifth nominee is Ronald Gilson, a professor of law at Stanford and Columbia. Mr. Gilson is following in the shoes of Lucian Bebchuk, the Harvard professor that Carl Icahn nominated for the Yahoo board last year.
• Op-Ed by Lucian Bebchuk: A Fix For Geithner’s Plan, Washington Post, March 31, 2009
• Obama Ratchets up Pressure on GM, Chrysler, Christian Science Monitor, March 30, 2009
  When President Obama issued his stark warning about bankruptcy Monday, he was talking about General Motors and Chrysler – but his message was targeted at a much broader audience…"It does put pressure on them, because they have been thinking that when push comes to shove, the government will bail out General Motors," said Mark Roe, a bankruptcy expert at Harvard Law School. Now, "it looks like Obama and the auto task force are laying down a marker."
• Limiting Executive Pay Could be the Only Way to Save Capitalism, Los Angeles Times, March 29, 2009
  A study by Harvard professor Lucian Bebchuk found, for example, that pay and perks granted to the five most highly compensated officers at U.S. companies nearly doubled over a decade and now eat up an average of 9% of company profits. And that figure doesn't account for the millions of dollars that companies pay in retirement benefits to executives.
• Time to Let AIG Take the Big Dirt Nap, Examiner.com, March 27, 2009
  Even mainstream media is beginning to point out that we may not need to save AIG. Here is Lucian Bebchuk from Harvard Business School doing an opinion piece for the Wall Street Journal to that effect.
• How Toxic Are They?, TIME, March 26, 2009
  "One value of doing this is it would clarify which banks are and which banks aren't undercapitalized," says Harvard Law professor Lucian Bebchuk, whose September proposal for toxic-asset purchases by competing investors seems to have provided a template for Treasury's plan. "It's reasonable to expect that restarting the market for troubled assets will lead us to discover that some banks are in a healthy position and will make it absolutely clear that some banks are in an unacceptable position."
• The Public-Private Partnership Investment Program (PPIP) – Will It Work?, RGE Monitor, March 25, 2009
  The theoretical foundations of Geithner’s plan are provided by Lucian Bebchuk from Harvard University among others. He explains that "if the underlying market failure is at least partly one of liquidity, an effective plan for a public-private partnership in buying troubled assets can be designed. The key is to have competition at two levels. First, at the level of buying troubled assets, the government’s program should focus on establishing many competing funds that are privately managed and partly funded with private capital--and not creating one, large "aggregator bank"-- funded with public and private capital and engaging in purchasing troubled assets. Second, several potential fund managers should compete for government capital under a market mechanism resulting in maximum participation of private capital and minimum costs to taxpayers."
• Column: The Bluff on Bonus, The Financial Express, March 25, 2009
  The public furor has brought much needed public attention to the executive compensation racket that went out-of-control years before the crisis and stretches far beyond the financial sector. Harvard professors Lucian Bebchuk and Jesse Fried had already documented the phenomenon in their 2004 bestseller, Pay without Performance. In 1991 the average large-company CEO received 140 times the pay of an average worker; by 2003 the multiple jumped to 500. A few popular myths have aided them well in accomplishing this without much public outrage till of late.
• Rule by "Hedge Fund Democrats", Institute for Public Accuracy, March 24, 2009
  Lucian Bebchuk, a Harvard Law professor and centrist, now proposes Chapter 11 bankruptcy for AIG to stop the bleeding on its $1.2 trillion in credit default swaps. Paul Krugman, Nobel economist, argues for nationalizing the zombie banks to get them to shed their toxic assets and jump-start their lending activities for productive investment in real economic activity.
• Corporate Directors' Group Gives Repair Plan to Boards, The Wall Street Journal, March 24, 2009
  No report alone, regardless of its source, will restore investor confidence, some governance specialists say. "The public wants to see good results, not just good principles," said Lucian Bebchuk, a Harvard Law School professor and head of its corporate-governance program.
• Some Experts Say Rescue Program Might Not Work, Washtington Post, March 24, 2009
  There was also widespread agreement that the Obama administration, like its predecessor, has not done enough to explain its choice of a fraught and controversial approach. "I think we suffer from the lack of a fuller explanation. I think they would inspire much more confidence if they explained their rationale," said Hal Scott, a Harvard Law School professor who specializes in financial systems. Scott and others favor alternative approaches to restoring the health of the banking system.
• Fannie Mae Takeover Confuses a Class Action, Legal Times, March 24, 2009
  Federal conservatorships are extremely rare, and not a particularly developed area of law, says Harvard law professor Mark Roe, who researches corporate bankruptcy and reorganization.
• Should CEO Pay Restrictions Spread to All Corporations?, Christian Science Monitor, March 23, 2009
  Another academic, Harvard Law School's Lucian Bebchuk, suspects public outrage makes the prospects of reform "better than they have been for a long time." His reform preference would be "rules and regulations that strengthen shareholder rights and make boards more accountable to shareholders."
• New Rescue Effort Called Key to Resuming Lending, San Jose Mercury News, March 23, 2009
  "We are giving the private side a certain package that could well be much more than is necessary to get them, in which case the taxpayers are leaving a lot of money on the table," said Lucian Bebchuk, a Harvard Law School professor who was an early advocate of the government's approach.
• Op-Ed by Lucian Bebchuk: AIG Still Isn't Too Big to Fail, WSJ.com, March 20, 2009
  
• Some AIG (AIG) Employees Start to Return Bonuses; Death Threats Sent, Forexhound, March 20, 2009
  Eleven employees who received retention bonuses of at least $1 million each have left AIG, according to the New York attorney general's office. (AIG can't even do retention bonuses right) "Regardless of whether it's important to retain employees, it is clear that the AIG bonuses did not serve a retention purpose and couldn't be justified as such," said Lucian Bebchuk, an executive-compensation expert at Harvard Law School. "A payment that's not conditional on staying doesn't really provide an incentive to stick around."
• AIG CEO, Employees Get Death Threats Over Bonuses, Daily Herald, March 18, 2009
  Eleven employees who received bonuses of at least $1 million each have left AIG, according to the New York attorney general's office. "Regardless of whether it's important to retain employees, it is clear that the AIG bonuses did not serve a retention purpose and couldn't be justified as such," said Lucian Bebchuk, an executive-compensation expert at Harvard Law School. "A payment that's not conditional on staying doesn't really provide an incentive to stick around."
• Paying Workers More to Fix Their Own Mess, New York Times, March 18, 2009
  The bonus scandal offers Mr. Obama and Mr. Bernanke a chance to get ahead of the curve — so long as they come up with changes that extend well beyond A.I.G. The starting point would be a rigorous analysis of whether the government can take specific steps to restrain pay. Some thoughtful management experts think any such efforts are doomed to fail. Others are more optimistic. "There are ways to do it," says Lucian Bebchuk, a Harvard Law professor.
• Once Paid, AIG Bonuses will be Hard to Recover, The San Francisco Chronicle: SFGate, March 17, 2009
  "The dismal performance of the financial products unit was apparent in the earlier part of 2008," says Lucian Bebchuk, Director of the program on Corporate Governance at Harvard Law School. "Similarly, it is hard to justify the bonuses as essential for retention, as they were not made contingent on executives' staying with the company. The executives who recently received the bonus payments are now free to leave AIG with the bonuses in their pockets," Bebchuk adds.
• Fertilizer Wars and Other Recent Events, The New York Times: DealBook, March 12, 2009
  Together with a number of other law professors, I am party to a recently filed amicus brief organized by Professor Jeff Gordon at Columbia Law School in the case of Lucian Bebchuk v. Electronic Arts. The case is now pending before the United States Appeals Court for the Second Circuit.
• Bernanke's Vision for Change, Washington Post, March 11, 2009
  Indeed, few of the policy ideas he offered were new. The accounting rule changes, for example, are "on everybody's list," said Hal S. Scott, a Harvard Law professor and director of the Committee on Capital Markets Regulation, a group of academics and finance industry leaders. "Our committee is looking at it. Every other group I know that is looking at the financial crisis is looking at it."
• TALF: How To Make It Better, WSJ online, March 9, 2009
  A few weeks ago, we blogged about a discussion paper written by Harvard Law School Professor Lucian Bebchuk that contained some concrete proposals on how the U.S. government could partner with private equity firms to invest in toxic assets. Shortly thereafter, The Wall Street Journal reported on some preliminary details of the Treasury’s plans for those programs, which appear to be quite similar to what Bebchuk suggests. We talked to Bebchuk about his ideas, which he says could also be applied to TALF - Term Asset-Backed Securities Loan Facility.
• Every Day Brings a New Plan for Banks: Here's Another, Seeking Alpha, March 8, 2009
  The S&P 500 Financial Sector Index spent January 2007 in the 490s. It hit its all-time high of 509 on February 20, 2007. Today, it’s 82. How long do you think it will be before it reaches 490 again? If the government is going to buy toxic assets, I prefer Lucian Bebchuk’s model.
• Should CEO Pay Restrictions Spread to All Corporations?, The Christian Science Monitor, March 9, 2009
  ... Another academic, Harvard Law School's Lucian Bebchuk, suspects public outrage makes the prospects of reform "better than they have been for a long time." His reform preference would be "rules and regulations that strengthen shareholder rights and make boards more accountable to shareholders." It used to be that CEO pay was a drop in the bucket compared with the size of big companies – "just" 42 times the pay of ordinary workers in 1980. But Professor Bebchuk found that during the period 2001 to 2003 the earnings of the top five executives at a set of large firms amounted to nearly 10 percent of corporate earnings. That is significant to shareholders.
• Op-Ed by Lucian Bebchuk: Jump-Starting The Market For Troubled Assets, Forbes, March 3, 2009
• Revisiting the Proxy Contest, The New York Times: DealBook, March 2, 2009
  ... This is why the staggered board is so controversial. A company with a staggered board has only one-third of its directors up for election in any given year. By requiring a hostile bidder to run two proxy contests in two years to force a transaction, the staggered board appears to discourage bidding, a deterrent that is not compensated for by higher share premiums. Lucian A. Bebchuk, John C. Coates and Guhan Subramanian of Harvard Law School have conducted empirical research on bids from 1996 to 2000 that confirms this finding.
• How CEOs Steal From Your 401(k), MSN Money, March 2, 2009
  Pedrotty's comments may come off as union rhetoric, but Harvard law professor Lucian Bebchuk puts real dollars behind the claim. The top five officers at major U.S. public companies extracted roughly a half-trillion dollars in pay, stock and perks over the past 10 years, pocketing about 9% of average corporate profits.
• Op-Ed by Hal Scott and Maxwell Jenkins: The US Treasury is a public, not a private, investor, Financial Times, March 2, 2009
• UPDATE 3-US FDIC Taps Private Market to Sell Bank Assets, Reuters, February 26, 2009
  "This method might be appropriate for the FDIC's effort to sell assets it has come to own, but it would not be a good means of implementing Geithner's vision of restarting the market for banks' troubled assets," said Lucian Bebchuk, a Harvard professor who recently wrote a paper on how to make the federal financial bailout plan work.
• An Army Of Bad Banks, Wall Street Journal, February 24, 2009
  Lucian Bebchuk, a professor at Harvard Law School, tackles both at once in a recent discussion paper, which can be downloaded here. Bebchuk’s main argument is that one aggregator bank, or bad bank, won’t work. Instead, he suggests setting up a veritable army of such vehicles, with each bidding against all the others for troubled assets.
• The Benefits of GM Bankruptcy, Wall Street Journal, February 23, 2009
  As General Motors passes around an ever-larger tin cup to Washington lawmakers, people are pondering the nuclear option: letting GM file to reorganize under Chapter 11 of the U.S. Bankruptcy Code. Law professor Mark Roe at Harvard Law School says it is a route that looks more and more sensible.
• Wall Street Reform Next Up For Dems, Chicago Tribune, February 23, 2009
  Hal Scott, a professor at Harvard Law School and the director of the Committee on Capital Markets Regulation, said that the near-collapse of Bear Stearns demonstrated why a new regulatory scheme was needed. "We had multiple agencies trying to deal with the problem. The Securities and Exchange Commission had supervisory authority over Bear Stearns, but it was the Federal Reserve that ultimately had to decide whether to let it fail," Scott said.
• What are the Specifics?, The Associated Press, February 22, 2009
  Lucian Bebchuk, professor of law, economics and finance at Harvard Law School, favors a plan that gives investors capital and the prospect of profit. The basics of his approach work like this: The Treasury Department could establish say 25 funds with capital of $10 billion each, funded by the government's Troubled Asset Relief Program, or TARP, as well as borrowed funds from the Federal Reserve. At the helm of those funds are private managers, who have no conflicts of interest and will be able to get a cut of the profits.
• Whom Do Corporate Boards Represent?, New York Times, February 20, 2009
  In their well-researched and cogently argued "Pay Without Performance: The Unfulfilled Promise of Executive Compensation" (Harvard University Press, 2004), Lucian A. Bebchuk and Jesse M. Fried, Harvard and Berkeley law professors, respectively, and experts on corporate governance, take straight aim at the economists’ model. Anyone interested in this topic could not do better than reading this widely praised book, along with the economist Michael S. Weisbach’s thoughtful review of it, published in the Journal of Economic Literature.
• US Public-Private Fund, Financial Times: Lex, February 20, 2009
  ... Asset heterogeneity and vast value uncertainty complicated bringing together banks hoping to resist further losses with the government intent on taxpayer protection. The key, suggests Harvard professor Lucian Bebchuk, is to have a significant number of private funds dedicated to buying and managing assets, rather than one large fund. With low-cost, non-recourse public funding, multiple buyers would create price tension, while retaining a strong incentive not to overpay.
• Executive Compensation Controversy Creates More Unintended Consequences, Seeking Alpha, February 19, 2009
  ... Corporate governance expert, Lucian Bebchuk, writes of the risks in the way Dodd’s amendments restrict variable compensation to stock awards. A list of similar examples of problems would go on and on. The bottom line is that companies need flexibility in setting compensation. Federal regulation of compensation is a pathway littered with unintended consequences, and has there ever been a "good" unintended consequence?
• Op-Ed by John Coates and David S. Scharfstein: The Bailout is Robbing the Banks, New York Times, February 18, 2009
• Op-Ed by Lucian Bebchuk: Congress Gets Punitive on Executive Pay, WSJ.com, February 17, 2009
• Creating Incentives to Buy Banks' Bad Assets, Associated Press, February 16, 2009
  Lucian Bebchuk, professor of law, economics and finance at Harvard Law School, favors a plan that gives investors capital and the prospect of profit. The basics of his approach work like this: The Treasury Department could establish, say, 25 funds with capital of $10 billion each, funded by the government's Troubled Asset Relief Program, or TARP, as well as borrowed funds from the Federal Reserve. At the helm of those funds are private managers, who have no conflicts of interest and will be able to get a cut of the profits. They are given a mandate to use the money to buy the troubled assets, or they can park them in Treasury securities. But the only way they make money is by getting an excess return over the Treasury yield.
• Op-Ed by Hal Scott, R. Glenn Hubbard, and Luigi Zingales: From awful to merely bad: Reviewing the bank rescue options, WSJ.com, February 9, 2009
• Obama is Right to Challenge Bankers' Salaries, International Herald Tribune, February 8, 2009
  "The distorted incentives created by many of these financial arrangements was a major contribution to the financial crisis," says Lucian Bebchuk, a law professor and director of the Program on Corporate Governance at Harvard University.
• Op-Ed by Lucian Bebchuk: Pay Cap Debate, WSJ.com, February 6, 2009
• Capitalist Punishment, Washington Post, February 6, 2009
  ... Figures compiled by Lucian Bebchuk of Harvard Law School and Yaniv Grinstein of Cornell's school of management show that the pay of the top five executives in publicly traded firms amounted to 5 percent of those companies' earnings in 1993-95 and 10 percent in 2001-03. Improvements in those companies' performance and increases in their size accounted for just 20 percent of this increase, they calculated, leaving 80 percent of the increase in top-executive pay "unexplained."
• Executive Pay: Obama's PATCO Moment, BusinessWeek, February 3, 2009
  Not everyone agrees that Obama's move to reduce compensation on Wall Street will have broader effects. "This by itself will not necessarily improve things outside the financial sector," says Lucian Bebchuk, an executive compensation expert at Harvard Law School. Bebchuk would like to see legislation to increase shareholder rights as a bulwark against excessive pay.
• Op-Ed by Mark J. Roe: Would a GM Bankruptcy Crash Its Suppliers?, WSJ.com, February 2, 2009
• What Red Ink? Wall Street Paid Hefty Bonuses, The New York Times, January 28, 2009
  Lucian A. Bebchuk, a professor at Harvard Law School and expert on executive compensation, called the 2008 bonus figure "disconcerting." Bonuses, he said, are meant to reward good performance and retain employees. But Wall Street disbursed billions despite staggering losses and a shrinking job market.
  
  "This was neither the sixth-best year in terms of aggregate profits, nor was it the sixth-most-difficult year in terms of retaining employees," Professor Bebchuk said.
• Delaware: Another Credit Crunch Casualty, WSJ Deal Journal, January 7, 2009
  "Firms either stay incorporated in their home state or reincorporate to Delaware, but rarely go elsewhere. Delaware has a monopoly, one that goes unchallenged," wrote Harvard Law Professor Mark Roe in a recent paper, titled "Does Delaware Compete?"
• 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."
• Extreme CEO Payoffs: When Shareholders Lose, CNNMoney.com, December 10, 2007
  Still, compensation consultants have "strong incentives to use their discretion to benefit the CEO," according to a 2003 study by Lucian Bebchuk of Harvard University and Jesse Fried of the University of California at Berkeley. "Providing advice that hurts the CEO's pocketbook is hardly a way to enhance the consultant's chances of being hired in the future," wrote the professors. "Moreover, consulting firms often have other, larger assignments with the hiring company, which further increases their incentive to please the CEO."
• Conference Tackles Role of Shareholder Activism, New York Law Journal, December 10, 2007
  Lucian Bebchuk, a professor at Harvard Law School, said that shareholders should have access to "the rules of the game that regulates boards and directors" by being able to amend company bylaws. Bebchuk has presented reform measures to the annual meetings of several large corporations, including Long Island, N.Y.-based CA.
• What if C.E.O. Pay Is Fair?, The New York Times, October 13, 2007
  I asked Lucian Bebchuk, the big compensation critic at Harvard, what would happen if C.E.O. pay was finally subjected to real market forces. My worry is that it has risen so high in the rigged market that it would never come down, even in a real one. Professor Bebchuk disagreed. "We cannot predict the true market level because we have not had a well functioning market," he said. "But markets do adjust. If the true market level were significantly below the current level, then compensation would go down. It wouldn't happen overnight, but it would happen."
• Why More Companies Look Elsewhere For CEO Talent, Financial Week, August 20, 2007
  " '... you have to pay a lot to compete with other firms for the top managers, and that pay will depend on how much of a CEO’s skills are transferable across firms and industries.'
  
  It's a counterargument to a theory proposed by Harvard professor Lucian Bebchuk, which argues that the escalation in executive pay has been determined by board cronies rubber-stamping fat packages."
• Scrutinizing Compensation, Forbes, August 14, 2007
  Yaniv Grinstein, an assistant professor of finance of the Johnson School at Cornell University, has recently studied options backdating. He and co-authors Lucian Bebchuck and Urs Peyer questioned what this not always illegal practice tells us about the state of corporate governance. Backdating is the practice of granting a stock option, a common form of compensation for executives, which is dated prior to the date the company actually granted the option. Depending on the circumstances, backdating might not be illegal.
• Beckham Bends It Like A CEO, LA Daily News, August 4, 2007
  I don't get it. Where is the outrage? Politicians and pundits love to “bend it” when it comes to stoking resentment about what they call excessive pay for corporate executives. Yet not even the most populist pol is screaming about the inequality of the contract that will pay David Beckham more in one season than the average Los Angeles Galaxy fan will earn in a working lifetime…In their influential book, "Pay Without Performance," Harvard and Berkeley law professors Lucian Bebchuk and Jesse Fried acknowledge that "star athletes are highly paid, some more than the average S&P 500 CEO." But they claim that "the process generating the compensation" for sports stars is "quite different" than that for CEOs.
• Disney Amends Bylaws To Limit 'Poison Pill' Provisions, Associated Press, July 2, 2007
  The Walt Disney Co. (DIS) has adopted a plan to limit the use of so-called poison pill shareholder rights plans that are designed to thwart hostile takeovers…The proposal adopted by Disney's board is a version of the one being promoted by Harvard law professor and corporate governance expert Lucian Bebchuk. Bebchuk had wanted Disney's board to agree to a 75% vote to approve any poison pill. Disney objected, saying the proposal was too inflexible. The company has not had any kind of poison pill provision in place since the late 1990s.
• CEOs Under Fire, The National Journal, June 16, 2007
  If Ferlauto represents the (feather-covered) face of the "say on pay" effort, the real father of the idea is Lucian Bebchuk, a Harvard University economist and law professor who, more than any other individual, has supplied the research and rhetorical firepower for the movement to rein in executive pay, mostly in the past six or seven years. In a blizzard of papers, books, and op-eds, along with congressional testimony and television appearances, Bebchuk has challenged the conventional argument that CEO pay is based on free-market forces in which rational shareholders of a company pay no more than what a particular executive deserves, based on the person's talent and the value that his or her contributions add to the company.
• Activist Investors Get More Respect: Boards are Listening, and Shareholder Proposals are Making Headway, Business Week, June 11, 2007.
  When Harvard Law School professor Lucian A. Bebchuk filed a shareholder proposal with Home Depot Inc. HD on Dec. 12, his expectations were low. It asked the company to require that two-thirds of its board approve executive compensation plans--a novel concept that hadn't been tested in prior proxy seasons. Bebchuk also sought to have the change written into Home Depot's corporate bylaws, something most companies are loath to do. "I did not expect [they] would be willing to make changes in the bylaws in response to a proposal by someone who really is an individual shareholder," says Bebchuk, who owns just 90 shares.
• Half of CEOs Made More Than $8.3M at S&P 500 Companies Examined by the AP, Associated Press, June 7, 2007.
  Some boards, apparently, are starting to agree. Harvard law professor Lucian Bebchuk, author of the book "Pay Without Performance," said board members have been calling him to talk about proposals he made this year at a handful of companies to give shareholders a louder voice on pay.
• The Activist Professor, The Daily Deal, June 1, 2007.
  By converting his academic work on takeover defenses and executive comp into bylaw proposals at major corporations, Harvard's Lucian Bebchuk has become an unlikely corporate governance star.
• The Contrarian, Stephen Bainbridge vs. Lucian Bebchuk: an intellectual battle. The Daily Deal, June 1, 2007.
  "Yes, accountability is important, but there are countervailing advantages to authority that people like Lucian Bebchuk don't give credence to," says Stephen Bainbridge, a corporate law professor at the University of California, Los Angeles, who's waged an intellectual battle against Bebchuk in law reviews and on his well-read blog. "He's too caught up with this image of American businessmen and women as rapacious people who must be controlled by activist shareholders."
• Food for Thought, The Daily Deal, June 1, 2007.
  Listokin points out that management can spend corporate assets to solicit votes, while dissidents cannot, and that management retains oversight of the ballot counting. Management can also get a running count of voting results, while dissidents cannot. And like Kahan and Rock, Listokin casts a skeptical eye at ADP, which he believes should be subject to some form of oversight. As Kahan and Lucian Bebchuk did in one paper, Listokin also argues that companies should partially reimburse opponents of management-sponsored resolutions if they receive a certain percentage of the vote.
• Pay Check, The New Republic, May 21, 2007.
  Harvard's Lucian Bebchuk and Berkeley's Jesse Fried have found lots of evidence supporting this theory. The two have looked at all the factors one would associate with a weak board of directors—the CEO is a director of the board, or a member, or the members serve on several boards—and all of them correlate with higher CEO pay. The discovery that executive compensation is dependent not just on supply and demand but on the independence of the board of directors helps explain lots of facts that the pure free-market model can't—unnecessarily complicated pay schemes, bonuses to fired executives who were owed nothing, et cetera.
• Dollars and Democracy, Forbes, May 21, 2007.
  Executives need an incentive to get up in the morning. Maybe they don't need that much. In any event the sin in corporate pay is not so much its magnitude as the fact that it is often completely decoupled from performance, as Harvard law professor Lucian Bebchuk has documented.
• Dow Jones Board Won't Act As Bancrofts Deliberate, Wall Street Journal, May 17, 2007.
  "The view of corporate law in the U.S. is that directors don't always have to do what shareholders tell them to do," said Lucian Bebchuk, a professor at Harvard Law School who studies corporate boards and governance issues. "It is reasonable to think the Dow Jones directors should explore the offer, investigate it and make a formal recommendation to shareholders."
• Web Winners, The Philadelphia Inquirer, May 13, 2007.
  The Harvard Law School's blog on corporate governance is a heady forum about related legal matters, such as proposed and pending legislation, and court rulings on insider trading and shareholder empowerment. Contributors include Lucian Bebchuk, director of Harvard's program for corporate governance and a vocal critic of stratospheric pay for corporate executives.
• A New Delaware? The Daily Deal, May 7, 2007.
  Corporation franchise fees are a major source of revenue for Delaware, and North Dakota also hopes to profit from them. It will charge fees that are half of Delaware's and would earn them in two ways: Either companies would go public as corporations of that state, or already-public companies would reincorporate there. The latter will likely prove difficult, says Lucian Bebchuk, a professor at Harvard Law School, since boards control reincorporation decisions. Clark says that shareholder pressure may over time push companies to leave Delaware for another jurisdiction.
• How to Limit Executive-Pay Scandals, The New Republic, May 5, 2007.
  Last year, the president of the United States—the CEO of the country—was paid $400,000, with a $50,000 allowance for expenses and up to $100,000 for travel. The amounts are fixed by statute and do not vary with the success or failure of his administration. With responsibilities hardly comparable to the president's, the CEO of Citigroup made nearly $26,000,000 in 2006 (counting all benefits). He may have done better in his job than the luckless president did in his, but surely not 47 times better. Further, if the average annual wage of non-executive employees of Citigroup was, say, $50,000, the CEO made 520 times their salary…The cumulative effect of this pleonexia—the revived word for abnormal greed—is "hardly pocket change," as Lucian Arye Bebchuk and Jesse M. Fried wrote in the Journal of Corporation Law two years ago.
• Shareholders One Step Closer to Having a "Say on Pay", SocialFunds.com, May 3, 2007.
  Executives at top companies command huge salaries, millions of dollars a year with perks and stock options. People might agree or disagree whether some of these CEOs, CFOs and COOs earn their huge paychecks, but no one can say $1 million a year (or more) is a small amount of money. A Bloomberg poll from March 2006 found that more than 80% of Americans polled—divided evenly between the well off and those making under $10,000 a year—agreed that CEOs are paid "too much." According to Harvard Professor Lucian Bebchuk, who recently testified before the House Financial Services Committee, over the past 15 years the salaries of Fortune 500 CEOs have risen from 140 times what an average worker makes, to over 500 times an average worker's pay. Businesses are required to post the minimum wage in a visible location—currently $5.15 an hour. These same businesses certainly don’t post what their maximum wage earners are making.
• America Frets about Executive Pay, Financial Times, May 3, 2007.
  The US House of Representatives recently passed a bill to strengthen shareholder oversight of top executive pay. More than 50 Republicans joined the majority. The law's prospects in the Senate (where a similar bill was immediately introduced by Barack Obama) are uncertain, but that Republican backing in the House was telling in itself. The narrow issue of top executive pay, tucked inside the broader issue of rising inequality of incomes, appears to be gaining some unaccustomed political traction… The leading academic spokesman for the view that the system is broken is Lucian Bebchuk of Harvard Law School. Mr Bebchuk testified in support of the proposed "say on pay" law to a House committee in March. He argues that patterns of top pay reflect an abuse of managerial power - in effect, that pay is not negotiated at arm's length, but among insiders, with much mutual back-scratching and boards failing in their duty to shareholders.
• Congress Pecks Away at CEO Pay, Christian Science Monitor, April 30, 2007.
  Maybe, at last, corporate executive pay is being tamed. Three years ago, Business Week magazine headlined a story on executive pay, "The Gravy Train May Be Drying Up." It didn't happen. Last year, chief executive officers at 350 large American corporations enjoyed an 8.9 percent average boost in direct compensation (salary, bonus, benefits, and long-term incentives), finds Mercer Human Resources Consulting, in New York. Median compensation for the CEOs was $8.2 million. Half got more, half got less… Executive pay is no longer a simple matter of envy. It has "macroeconomic" consequences, according to a study by Lucian Beb­chuk of Harvard Law School and Yaniv Grinstein of Cornell University. They found that the aggregate compensation paid to the top five executives in US public companies had reached 10 percent of profits, roughly $350 billion, in 2003 – twice the 5 percent level of 1993. "This issue is not merely symbolic but rather of practical significance," Professor Bebchuk testified to Frank's committee.
• More Intrusive Federal Rules For Executive Compensation Unjustified, Washington Legal Foundation, April 27, 2007.
  In their book, "Pay Without Performance" (Cambridge, MA: Harvard University Press, 2004), upon which House Report 110-088 heavily relies, law professors Lucian Bebchuk and Jesse Fried contend that actors and sports stars bargain at arms'-length with their employers, while managers essentially set their own compensation. As a result, they claim, even though managers are under a fiduciary duty to maximize shareholder wealth, executive compensation arrangements often fail to provide executives with proper incentives to do so and may even cause executive and shareholder interests to diverge. In other words, the executive compensation scandal is not the rapid growth of management pay in recent years, but rather the failure of compensation schemes to award high pay only for top performance.
• Stock Rules Irk NYC as Wall Street Parties On, Los Angeles Times, April 23, 2007.
  Judging from the crowded tables at the Hawaiian Tropic Zone in Times Square, it's hard to believe that some people are fretting about the future of Wall Street… The problems are genuine, said Hal Scott, a Harvard Law School professor who headed the Committee on Capital Markets, one of the groups calling for reduced regulation. "We all want quality and integrity" in the marketplace, Scott said. "These are the strengths of our market. But it doesn't mean that every rule or regulation contributes to that." As one example, Scott and others cite the diminishing role the U.S. is playing in initial public offerings.
• SEC Explores Opening Door to Arbitration, Wall Street Journal, April 16, 2007.
  The Securities and Exchange Commission is exploring a new policy that could permit companies to resolve complaints by aggrieved shareholders through arbitration, limiting shareholders' ability to sue in court. … The idea of using arbitration to resolve disputes between companies and their shareholders was recommended in November by a blue-ribbon committee led by Harvard Law Professor Hal Scott, and encouraged by Treasury Secretary Henry Paulson.
• Ten Ways to Restore Investor Confidence in Compensation, Wall Street Journal, April 9, 2007.
  Outrage over executive compensation has hit a boiling point. And it may get worse before it gets better. New proxy disclosure rules approved by the Securities and Exchange Commission last July are shedding a harsh light on the breadth of corporate chiefs' oversized packages. The overhaul requires companies to provide a total compensation figure for each of their top five officers… Investors should be able to figure out whether generous bonuses reflect good performance or poorly set targets, says Lucian Bebchuk, a Harvard Law School professor and co-author of the book "Pay Without Performance."
• A Corporate Governance Gadfly Irks CEOs, Fortune, April 4, 2007.
  He insists he isn't an activist. Plenty of America's CEOs must hope he means it. "I'm mainly a kind of ivory tower academic," says professor Lucian Bebchuk of Harvard Law School, and that he surely is - the only person I know of with four graduate degrees from Harvard (master's and doctoral degrees in law and economics). … Bebchuk is best known for careful research that skewers the way CEOs get paid. From the bosses' perspective he has been distressingly energetic, not only writing a book ("Pay Without Performance") but also delivering lectures, contributing op-ed pieces, conducting seminars and testifying before Congress.
• Does It Pay to Tell Investors Extra Compensation Details? Wall Street Journal, April 2, 2007.
  Many U.S. corporate directors are grumbling about complex new federal rules requiring more disclosure of executive pay, perquisites and retirement benefits. Yet a surprising number of major corporations are going beyond the requirements, offering investors additional details about compensation, in the name of improved transparency… Lucian Bebchuk, a Harvard law professor and El Paso investor who has clashed with the board, isn't impressed. He says the profiles don't comply with the SEC rules - leaving out, for instance, total compensation - and are more prominently placed than they should be.
• Panel Approves Frank's Signature Exec. Compensation Bill, National Journal's CongressDaily, March 29, 2007.
  A recent study of executive compensation by Harvard Law School Professor Lucian Bebchuk and Cornell University Professor Yaniv Grinstein showed that in the 12 years between 1991 and 2003, the average salary of corporate executives grew from 140 times that of the typical worker to 500 times.
• Backdated Options May Snare Some Directors as Critics Blast Rubber-Stamping, USA Today, March 29, 2007.
  As the pace of investigations quickens in the stock-option backdating scandals and companies kick off their annual shareholder meetings, there's mounting evidence that many directors failed in their roles as corporate watchdogs and may soon face consequences. … The "Lucky Directors" study, by scholars at Harvard and Cornell universities and the INSEAD business school, found that 9% of 28,764 dates when grants were awarded to one or more directors between 1996 and 2005 fell on days when their companies' stock prices hit a monthly low. "A large number of directors - much larger than those named in legal proceedings - received stock-option grants that were opportunistically timed," says Lucian Bebchuk, a Harvard Law School professor who co-authored the study.
• Exec Pay Anger Spurs Disclosure Rules, Shareholder Input, But Not Salary Caps, Investor's Business Daily, March 28, 2007.
  Amid growing public criticism of lavish CEO pay, the government is moving to push public corporations to disclose and justify executive compensation. But so far Congress and regulators aren't trying to limit salaries. … According to the Corporate Library, the median CEO pay was $13.5 million in 2005, up 16% from the year before. CEOs earn about 500 times more than the average worker, up from 140 times in 1993, according to Harvard Professor Lucian Bebchuk.
• How Five New Players Aid Movement to Limit CEO Pay, Wall Street Journal, March 13, 2007.
  Harvard Law School Professor Lucian Bebchuk is one of the intellectual engines of the pay-restraint movement, producing studies arguing that weak boards are paying executives without regard to company performance. Mr. Frank has cited Mr. Bebchuk's research showing executives claiming a growing share of corporate profits. SEC Commissioner Roel Campos says Mr. Bebchuk’s pension research was 'very influential' in crafting the new disclosure rules. In 2000, Mr. Bebchuk, who holds doctorates in both law and economics, began working on compensation issues, using as a base his previous work on boards' lack of accountability during takeovers. In 2004, he co-wrote a book, "Pay Without Performance," which criticized boards for offering CEOs sizable pay deals.
• Bristol-Myers Tightens Process for Setting C.E.O. Pay, New York Times, March 13, 2007.
  Responding to a drumbeat for better corporate governance, Bristol-Myers Squibb said today that it had agreed to a new guideline for establishing pay for its chief executive. ... The decision followed a proposal submitted by Lucian Bebchuk, a professor at Harvard Law School. Professor Bebchuk said that the company initially resisted his idea, but agreed last week. Mr. Bebchuk posted a history of his proposal online. In a statement, a Bristol-Myers spokesman, Tony Plohoros, said: "Our board of directors agreed in principle with Mr. Bebchuk's proposal. As such, our board has adopted a new corporate governance guideline that calls for 75 percent of independent directors to approve C.E.O. compensation."
• Paulson Presses to Ease Rules That Experts Defend, Bloomberg, March 13, 2007.
  U.S. Treasury Secretary Henry Paulson convenes a summit on capital markets today to explore ways to curb regulations that he and other critics say are driving companies to more lightly governed markets overseas. … "We have an uncompetitive market that is going to shoot us in the foot if we don't do anything about it," said Hal Scott, a Harvard University law professor who headed a committee that made recommendations for rolling back the Sarbanes-Oxley law.
• Soaring Executive Pay Meets Reforms, Reuters, March 9, 2007.
  "Shareholders' rights in the U.S. are weak and significantly weaker than in other common law countries," says Harvard University Law Professor Lucian Bebchuk.
• Investors Back 'Say on Pay' Bill, Wall Street Journal, March 8, 2007.
  Investor advocates on Thursday expressed support for a Democratic bill that would give shareholders at U.S. companies the right to cast a nonbinding vote on executive pay. The American Federation of State, County and Municipal Employees, a union group, joined a Harvard University law professor and corporate governance experts to tell a House panel that an advisory vote would give investors a mechanism to influence board directors who set pay for public-company executives. "An expression of widespread shareholder dissatisfaction would provide a valuable signal to the board," Lucian Bebchuk, director of the corporate governance program at Harvard Law School, said in prepared testimony. "The fact that the outcome of the vote would be publicly known would apply some pressure on the board to take the shareholders' preferences into account."
• Panel Split Over Requiring Shareholder Vote On Exec Pay, National Journal's CongressDaily, March 8, 2007.
  Proponents of Frank's bill noted the United Kingdom has a similar system and there have not been any repercussions. Instead, it has helped increase the level of dialogue between institutional investors and boards, they said. "I think there is really no evidence that the management of European companies are doing worse because of this requirement," said Lucian Bebchuk, a Harvard University professor who has studied the issue. In addition, one major U.S. corporation, Aflac, has gone to such a system. John Castellani, president of the Business Roundtable, which opposes the bill, said U.S. boards are more independent than those in the United Kingdom and that American board members are held to a higher legal standard than U.K. members, thus bringing a higher standard of corporate governance. "Corporations were never designed to be democracies. Their decision-making process was not designed to be run like a New England town hall meeting," Castellani said.
• Disney Pencils in a Return to Hand-Drawn Films, MarketWatch, March 8, 2007.
  Also at the meeting, all 11 Disney directors were re-elected to the board with 98% of the vote. Disney investors, however, voted with a majority of 58% in favor of a shareholder-rights plan that the company's board and management had opposed. The plan would restrict the board's ability to enact a so-called poison pill to fend off a takeover. But the proposal needed a two-thirds majority to be enacted. Company officials said they would give consideration to creating a similar initiative. The proposal was proposed by Harvard Law School professor and corporate-governance expert Lucian Bebchuk.
• CEO Group Hits US Bill on Shareholder Pay Votes, Reuters, March 8, 2007.
  A lobbying group for corporate CEOs on Thursday criticized as misguided a move to let U.S. shareholders vote on CEO pay packages. ... In 2003, the average CEO got roughly 500 times as much pay as the average worker, compared to a multiple of 140 in 1991, said Harvard Law School Professor Lucian Bebchuk.
• Executive Compensation Debate: Congress Set to Weigh in, Investors Could Get More Voice, Atlanta Journal-Constitution, March 9, 2007.
  Harvard Law School professor Lucian Bebchuk said that in 2003, the average CEO got about 500 times as much pay as the average worker, compared with a multiple of 140 in 1991.  "An expression of widespread shareholder dissatisfaction would provide a valuable signal to the board," Bebchuk said. "The fact that the outcome of the vote would be publicly known would apply some pressure on the board to take the shareholders' preferences into account."
• Lawmakers Divided Over Exec Comp Bill, The Daily Deal, March 9, 2007.
  Witnesses expressed diverging opinions on the incentive that pay packages provide CEOs to instigate mergers that may not be in the best interest of shareholders or corporations. In an interview, Harvard Law School professor Lucian Bebchuk said that in the past CEOs' interest in keeping their jobs may have led them to avoid value-creating transactions. But severance packages now are so large that executives routinely agree to transactions that don't make sense.
• CEO Pay Flap Reaches House, CNN Money, March 8, 2007.
  Investors have serious and legitimate concerns about executive pay structures, Lucian Bebchuk, a professor at Harvard Law School, said at the hearing before the House Financial Services Committee.
• 'Say-on-pay' Proposal to Get House Airing, Bill Would Allow Shareholders an Advisory Vote on Exec Pay, MarketWatch, March 7, 2007.
  Rep. Barney Frank's long been saying that shareholders should have a say on corporate executives' pay. On Thursday, the House committee that Frank chairs will hold a hearing regarding a bill that would allow shareholders just that. ... Witnesses scheduled for Thursday's hearing include Harvard Law School professor Lucian Bebchuk, Corporate Library editor Nell Minow and Business Roundtable president John Castellani. No sitting corporate officers are on the witness list.
• Shareholder Control and Corporate Boards, Washington Post, March 2, 2007.
  Professor Lucian Bebchuk of Harvard Law School is a tireless promoter of "shareholder democracy." In an article about to be published in the Virginia Law Review, he continues his quest to paint shareholders as the helpless victims of greedy, incompetent managers by arguing that shareholders cannot control who sits on the boards of public corporations. The solution, Bebchuk argues in "The Myth of the Shareholder Franchise," is to breathe life into shareholders' voting rights by changing the rules of corporate law to allow disgruntled shareholders to vote out directors more easily.
• Informer, Forbes, March 12, 2007.
  A new Harvard study suggests public companies led by chief executives who get the highest percent of the total compensation pot paid to their firm's five top people, trade for lower multiples of replacement value and later underperform even more. Yet, write Lucian Bebchuk, Martijn Cremers and Urs Peyer after eyeing 1,000 stocks from 1993 to 2004, the big bosses' "pay slice" rose during that time by a tenth, to 36.3%. The profs opine little about their take but call the stats "worthy of financial economists' attention."
• Fannie Mae Will Not Pay $44.4 Million to Executives, Reuters, February 20, 2007.
  Fannie Mae will not pay $44.4 million budgeted for executives who led the mortgage finance company during years of faulty accounting, the company said in a regulatory filing on Tuesday... In this case, returning pay might be proper and not a slight on the executives involved, said Lucian Bebchuk, the director of the corporate governance program at Harvard Law School. "This follows the principle that if was not earned it must be returned," he said. Because the bonuses were tied to earnings that ended up being flawed, he said, "It is not necessarily the executive's fault that the money should be returned."
• Market, Not Taxes, Should Dictate Pay, Daily Report, February 19, 2007.
  The increase in executive compensation has hardly been an unrelenting upward trend in recent years. Actually, top executive pay moved downward for three years after 2000, before recovering slightly in tandem with the stock market in 2004. According to one report from the Cato Institute, "chief executive officer pay from the top 100 in Forbes & fell 54 percent from 2000 to 2003." And Mr. Trotter's own sources, Lucian Bebchuk and Yaniv Grinstein, "estimated that among the S&P 500 firms, average CEO pay fell 48 percent from 2000 to 2003."
• Executive-Pay Summaries Conceal as They Reveal: New Proxy Tables Don't Include All Options Data, Washington Post, February 16, 2007.
  "There are still problems . . . but this reporting season, we will know much more about both the amount and the structure of compensation than we've known for a long time," said Lucian Bebchuk, director of the Program on Corporate Governance at Harvard Law School.
• Op-Ed by Guhan Subramanian: Board Silly, New York Times, February 14, 2007.
  
• Tax Plutocrats to Restrain Their Pay, Daily Report, February 13, 2007
  There has been a great deal of talk lately about the compensation of executives of publicly owned companies in the United States, including how to control the size of executive salaries and termination payments. … A 2005 study by Lucian Bebchuk of the Harvard Law School and Yaniv Grinstein of the Cornell University School of Management found that the aggregate compensation of the top five executives of all of the publicly owned companies in the United States from 2001 to 2003 was $92 billion, and that the ratio of the aggregate top-five compensation to the aggregate earnings of these companies increased from 5 percent of earnings in 1993 to 1995 to 10 percent in 2001 to 2003.
• Can CEO Pay be Brought Down to Earth?, Associated Press, February 9, 2007.
  Frank pointed to research done by Harvard professor Lucian Bebchuk showing that compensation of the top five officers at the country's public companies between 1993 and 2002 totaled about $250 billion - nearly 10 percent of aggregate profits. CEO pay grew by a median 11.29 percent in 2005, according to The Corporate Library, which tracks governance, compensation and performance. Bebchuk, co-author of the book "Pay Without Performance: The Unfulfilled Promise of Executive Compensation," has become a frequently-cited source for information in proxy pay proposals. He's also started filing proposals himself on director pay at companies including Walt Disney Co. and Northrop Grumman Corp.
• Roadblocks to Greater Say on Pay, New York Times, January 21, 2007.
  After receiving a proposal from Lucian Bebchuk, director of the Program on Corporate Governance at Harvard, Home Depot recently changed its bylaws to require that any decision relating to compensation of the company's chief executive be approved by two-thirds of the independent directors of its board. "It would be desirable to ensure," Mr. Bebchuk's proposal stated, "as the proposed arrangement would seek to do, that the corporation does not provide a C.E.O. package that cannot obtain widespread support among the corporation's independent directors." ... Mr. Bebchuk has submitted similar proposals - requiring approval from three-quarters of the independent directors on chief executive pay - at the American International Group, Bristol-Myers Squibb and Exxon Mobil. It is not yet clear whether the proposals will be put to shareholder votes at those companies.
• Power Pay: When the Game is Rigged in Favour of the Boss, The Economist, January 18, 2007.
  Warren Buffett has repeatedly used his "letter" to Berkshire Hathaway's shareholders to complain about pay. The "boardroom atmosphere almost invariably sedates [directors'] fiduciary genes," he observed on one occasion. "Collegiality trumps independence." In 2003, with the scandals of WorldCom and Enron still smouldering, the great investor issued a challenge to directors across the country. "In judging whether corporate America is serious about reforming itself, CEO pay remains the acid test," he wrote. "To date, the results aren't encouraging." … The board's inability to stand up to the incoming chief executive is an example of a more general spinelessness documented by Lucian Bebchuk and Jesse Fried, of Harvard Law School and the University of California at Berkeley. Boards are agents, too, and Messrs Bebchuk and Fried believe that their interests are more closely aligned with those of powerful executives than with those of the owners they are supposed to represent. As a result, the bargaining over pay is not at arm's length and boards conspire with executives by providing all sorts of "stealth pay" that disguises the true extent of their rewards.
• CEO Pay Goes for the Platinum Helicopter, Sydney Morning Herald, January 15, 2007.
  Professor Lucian Bebchuk, director of the Harvard Law School's program on corporate governance, has studied the granting of backdated options and excessive executive pay. He found that both were linked to governance problems in companies. In a study with Yaniv Grinstein called Lucky CEOs, Bebchuk found that so-called lucky grants of options - those where backdating had not been proved, but where the options were granted on a day when the share price was low - were linked to companies where the board lacked a majority of independent directors.
• Study Links Options Backdating to Corporate Governance Weaknesses, Social Funds, January 12, 2007.
  Now Harvard Professor Lucian Bebchuk and colleagues have taken the next step of correlating option manipulation with corporate governance strength (or, more precisely, weakness.) This is the same connection asserted by the socially responsible investing (SRI) community in demanding option expensing as a form of strong governance. Also, Prof. Bebchuk and Yaniv Grinstein from Cornell and Urs Peyer from INSEAD introduce a new method for identifying what they facetiously call "lucky" options--those granted at the lowest price of the month (and hence guaranteed to rise in value.)
• How Apple Got Tangled Up with Options, Time, January 11, 2007.
  Anyone familiar with Macworld knows that Steve Jobs is secretive. It's part of his allure. But that mystique has taken a hit over revelations that the company backdated options. ... Apple is hardly alone in backdating. Nearly 30% of U.S. companies manipulated options grants to executives between 1996 and 2005, and more than 200 companies have been implicated in options scandals. "Opportunistic timing in options is not unique," notes options expert Lucian Bebchuk, director of Harvard law school's program on corporate governance.
• Apple Chief Benefited From Options, Records Indicate, Washington Post, January 11, 2007.
  Apple Inc. chief executive Steve Jobs confirmed his place this week as the premier impresario of the Internet age, taking the stage in San Francisco to unveil a smart phone that won a raucous endorsement from thousands of fans in the audience and sent Apple stock rocketing to a record high... Lucian Bebchuk, director of Harvard Law School's program in corporate governance, said Jobs falls into a category of chief executives that Bebchuk has labeled "super-lucky." These are the people who have received stock options on dates representing the lowest price of the financial quarter. "He has some company. He is not the only one to be as fortunate," Bebchuk said. He and his fellow researchers found in a study released two months ago that about 1,000 CEO grants from 1996 to 2005 fell into this category. For most of these options, he said, the dates were more likely to have been the result of "manipulation" rather than good fortune.
• Stock Options Backdating Issue Haunts Jobs, USA Today, January 9, 2007.
  When Steve Jobs steps to the podium Tuesday at the Macworld Conference here to introduce what is expected to be the newest Apple iPod, he won't be just another CEO hawking a fad product. ... According to data from Thomson Financial, Jobs has never sold shares of Apple stock for profit. His one sale of stock last March - in which he returned 4.5 million shares to the company for nearly $300 million - was to satisfy tax withholding requirements. But Lucian Bebchuk, director of Harvard Law School's program on corporate governance, says that Jobs clearly gained from the favorable backdating. Even if one accepts Apple's explanation that Jobs didn't benefit because his options were canceled, the options' replacement with a grant of restricted stock meant they were worth something, Bebchuk says.
• Is Legendary Apple CEO on the Way Out?, Boston Globe, January 8, 2007.
  Apple Computer Inc.'s chief executive, Steve Jobs, is expected to captivate an audience of thousands at San Francisco's Moscone Convention Center tomorrow as he unveils Apple's newest products at the company's annual trade show. ... Jobs's renowned perfectionism and his love of elegant design are credited for most of the company's success. That's why Apple investors and the company's board are desperate to shield Jobs from the scandal, said Lucian Bebchuk, director of the Program on Corporate Governance at Harvard Law School. ... "It's clear that the board very much wanted him to stay," Bebchuk said. "The market likes an outcome under which he can stay."
• Inside Jobs, Wall Street Journal, January 6, 2007.
  An op-ed by Professor Lucian Bebchuk: Apple Computer announced a week ago the conclusions of a special board committee that examined the "improper dating" of over 6,000 option grants during 1997-2002. The committee found no basis for having less than "complete confidence in [CEO] Steve Jobs and the senior management team," placing full responsibility for past problems on the company's former CFO and general counsel. But the company's report fails to dispel concerns about Apple's governance.
• It Pays to Simplify Boardroom Compensation, Financial Times, January 5, 2007.
  Investors should be forever grateful to Robert Nardelli, the chief executive of Home Depot who has just walked off with a $210m severance package in exchange for years of lacklustre share price performance. For while it is galling to see failure so handsomely rewarded, he has at least demonstrated beyond all doubt how the arguments used by corporate America to justify the stock options culture are palpable nonsense... A final myth is that stock options have no cost. They do. It consists of the amount the company gives up by not selling the options to outside investors. Happily, accountancy is finally recognising this reality. Lucian Bebchuk and others at Harvard have shown that the cost has been very significant in relation to profits.
• An Ousted Chief’s Going-Away Pay Is Seen by Many as, Typically Excessive, New York Times, January 4, 2007.
  Robert L. Nardelli's rich compensation and poor performance at Home Depot have long been cited by shareholder activists as a prime example of what they view as excessive executive pay. ... "The company is big, the underperformance is significant and the numbers are very large," said Lucian Bebchuk, a Harvard Law School professor who is an outspoken critic of executive pay. "But each of the pieces that lead to the decoupling of pay from performance are very common to the executive compensation landscape."
• America's CEO Pay May Soon Face Squeeze, The Christian Science Monitor, January 4, 2007.
  The pay packages of America's CEOs still include enormous stock options, rich pensions, and other perks of a Learjet lifestyle. But pressure from investors and regulators is exerting some new restraint on controversial compensation practices. ... During the years 2000-02, those executives took home 12.8 percent of company profits, a figure that has since edged down a bit, according to research by Lucian Bebchuk of Harvard University and Yaniv Grinstsein of Cornell University.
• Civility at Harvard, Corporate Board Member Magazine, January 3, 2007.
  Intellectual wrangling is the norm at Harvard, and it's not uncommon for professors to continue arguing the finer points of issues that they've debated for years. So it's news of the man-bites-dog variety that two of the biggest names on the faculty, on opposite sides of a particular issue, decline to be drawn into a spat. In one corner is the business school's Jay W. Lorsch, 74, whose off-campus work includes board service at CA, formerly Computer Associates, a software company that was hit by a major accounting scandal in 2004. In the other is the law school's Lucian A. Bebchuk, 51, a part-time corporate reformer whose target list includes CA. In 2006 Bebchuk proposed a bylaw change that, among other things, would require a unanimous vote by CA directors to extend the life of a poison pill.
• The 'Corporate Democracy' Oxymoron, Wall Street Journal, January 2, 2007.
  The SEC is huddling on whether to facilitate direct shareholder nomination of directors through a new interpretation of its shareholder proposal rule. A prominent professor at Harvard Law School, Lucian Bebchuk, proposes, among other democratizing moves, amending state corporation laws to encourage contested elections for board members. There is ongoing controversy about whether mutual funds are making sufficient disclosure to investors of how they vote on various portfolio corporate matters. And European corporate governance circles are in a dither because the EU failed in a recent directive to qualify the usual one-share-one-vote rule with something approaching one-shareholder-one-vote. The list could be expanded considerably. (Subscription required.)

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HLS Faculty
& Fellows

• Lucian Bebchuk
• Robert Clark
• John Coates
• Allen Ferrell
• Jesse Fried
• Oliver Hart
• Ben W. Heineman,
       Jr.
•  Scott Hirst
• Howell Jackson
• Reinier Kraakman
•  Jim Naughton
• Mark Ramseyer
• Mark Roe
• Hal Scott
• Robert Sitkoff
• Holger Spamann
• Leo Strine, Jr.
• Guhan Subramanian
•  Andrew Tuch

Program
Advisory Board

• Peter Atkins
• Joseph Bachelder
• Isaac Corré
• Jay Eisenhofer
• John Finley
• Byron Georgiou
• Robert Mendelsohn
• Theodore Mirvis
• James Morphy
• Toby Myerson
• Eileen Nugent
• Paul Rowe
• Rodman Ward