Professional Bio

During ten years on the Harvard University faculty and two at the U.S. Securities and Exchange Commission (1985-1997), I advocated for changes in corporate governance to increase its effectiveness at creating and protecting value. I proposed greater collaboration amongst leaders, boards, and shareholders on key strategic decisions; developed many of the engagement strategies now widely used by activist investors at public companies; and proposed SEC rule reforms to make such campaigns possible.  I advised CEOs, boards, and activist investors, and helped form the first large ($1B) activist investment fund in the US market.

I left academia and founded Integrity Brands     to pursue a program of involvements based on the idea of creating value through supportive expert partnership with companies.  I focused it on the consumer-facing sector with the goal of helping vision-driven leaders by supporting not only the science, but also the art - the creative/product vision - that's critical for success.  Since then I've invested in, overseen, and advised companies in the branded omni-channel consumer-facing sector.   

 

In January 2021 I joined the University of Arizona, based in the Center for the Philosophy of Freedom, to help develop programs relating to entrepreneurship across the University, and pursue new research on boards and governance. 

 

 

Investment, Board, & Advisory

Example Active Investments

A.T. Cross  Through a JV structure I brought in a team to renew the brand and to develop a new retail concept that served as a prototype for shop-in-shop displays in major European department stores

Christopher & Banks  I advised and supported the CEO through a leadership transition and merchandising-driven turnaround

Cost Plus World Market  I joined the board and advised the CEO and leadership team through a merchandising-driven turnaround and strategic sale process

Guess  I invested to support key new team members and an operating turnaround

Gymboree  I joined the board and partnered with the chairman on a merchandising-led turnaround; helped build a new world-class management team and a growth strategy including the incubation and successful launch of two new retail concepts; and oversaw a strategic sale process

Kirklands  I invested to support the management team through a merchandising-driven turnaround

RedEnvelope  I chaired the board through a management change, built a new executive team and led a strategic review and turnaround planning

Restoration Hardware  I invested to support the founder's plan to turn around the business

Spy Optic  I co-chaired the board, partnering with the founder and helping to recruit a new CEO to lead brand and growth strategy

Target  I provided independent shareholder support for management during a proxy contest

Three Twins Ice Cream  I organized the foundational financing round, joined the board, brought in key investors, and supported the founder as the company grew to become the first nationally-distributed organic ice cream brand

United Retail Group (Avenue Stores)  I proposed new expert directors to support a merchandise-driven turnaround 

Vans  I invested to support refocussing including divestment of ancillary businesses and growth of the core brand

Wildfang  I advised the founders through the launch of the brand and coached the team to expand into physical retail stores

 

Selected Boards​

CML Group Inc. (public, NYSE)  Chairman; Executive Chairman

Cost Plus World Market (public, NASDAQ) Compensation and Strategic Review committees

Gymboree (public, NASDAQ) Audit, Compensation and Strategic Review committees

Hunter Bell Designs (private)

Massif Inc.  (private)

RedEnvelope (public, NASDAQ)  Executive Chairman; Nominating & Governance committee

Smith & Hawken (public company subsidiary)  Chairman

Spy Optic (public, NASDAQ) Co-Chairman;  Compensation committee

Tactical Holdings Inc. (private)

Three Twins Ice Cream (private)​

The Berkeley School (independent K-8, Berkeley CA)

The Gregory School (independent 6-12, Tuson AZ)

Maybeck High School (independent teacher-led high school, Berkeley CA)

Example Advisory clients

Altamont Capital Partners Senior Adviser, consumer-focused investments

Peter J. Solomon Company Senior Adviser,  leadership & strategy

Bass Family Strategic Adviser, various activist investments; co-founder, The Trinity Fund

Carl Icahn  Strategic Adviser, proxy contest strategy

Chrysler Strategic/BoardAdviser, active investment defense

Kmart  Strategic/Board adviser, institutional investor proposals

Ben & Jerry’s Board Adviser, strategic alternatives

A.T. Cross Strategic Adviser, brand renewal and distribution

Scotts Miracle Gro Governance Adviser, board structure & leadership

Nine West Group, Strategic Adviser, acquisitions

Kodak, Adviser, governance & institutional investor relationships

Activist Investment Practice Innovations

Independent Director Slates I helped to pioneer activist campaigns to elect minority (non-controlling) director slates at large public companies, rather than seeking control, including (with Carl Icahn) the first slate of fully independent director candidates (not affiliated with the nominating investor)

Activist Settlements Working for Chrysler I advisted on the first settlement of a major proxy challenge (Fortune 20 company) based on consulting with and responding to the views of the company's major institutional investors

Institutional Investor Input on Strategy  Working for Kmart I organized the first meeting at a major public company in which the leadership team, board, and top institutional shareholders discussed performance and value

Investor-Driven Control Strategies Working for Nine West Group I developed strategy for the first acquisition transaction (of U.S. Shoe Corp) whose success hinged on engagement with institutional investors

Activist Fund Formation I worked with the Bass family to raise The Trinity Fund, the first $1 billion fund for active investing in the American and Canadian markets

Institutional Voting Activism  I advised over three dozen key public and private institutional investors on the development of their first pro-active governance programs, including CalPERS, CalSTRS, The Wisconsin Public Retirement System, the New York State Teachers' Fund, The Florida Employees' Pension Fund, Fidelity Investments, State Street Advisers, Dimensional Fund Advisers, the Vanguard Funds.  I also advised intermediary organizations including Institutional Shareholder Services and the Investor Responsibility Research Center. 

Institutional Voting Research Service I co-founded this early provider of voting recommendations to institutional investors, focused on high-value voting decisions including proxy challenges and takeover bids

Academia & Policy

 

Key Positions

University of Arizona, Center for the Philosophy of Freedom Research Professor, 2021-

Harvard University, Law School Lecturer, 1994-1997 

Harvard University, Kennedy School of Government Associate Professor of Public Policy, 1990-1994

Harvard University, Kennedy School of Government Assistant Professor of Public Policy, 1987-1990 

U.S. Securities and Exchange Commission Senior Economist, 1985-1986 

Core Research Areas

Corporate governance:  board behavior and effectiveness, active investing strategies, law and regulation

The market for corporate control: history, efficiency and effects, regulation

Federal securities regulations: effects and efficiency

Education

Yale University M.A. (1982), M.Phil (1983), Ph.D. (1988), Economics 

Harvard University  A.B. (1981), Political Economy

​Policy contributions

Deregulation of Shareholder Communications  My research catalyzed a rollback of SEC regulations that had restricted communications among stockholders, making possible unrestricted shareholder discussions about strategy and performance at public companies

Reform of Director Elections  My research catalyzed a change in the SEC's rules to facilitate the election of non-controlling slates of shareholder-nominated director candidates at public companies

New Foundations  I founded this Harvard-based multidisciplinary research group that included academics, policy-makers, institutional investors, corporate founders, CEOs, and counsels to develop new practices to foster more substantive relationships between major corporations and their large investors

Institutional Policy Activism on Governance I helped lead the movement, working with CalPERS, CalSTRS, The Council of Institutional Investors, and others, to advocate for governance policy reform at the federal and state levels

Proxy Rule Reform  I proposed remedies for inefficiencies caused by regulation of public company shareholder voting, e.g., detachment of voting rights from economic outcomes due to record date regulation

Insider Trading  I served as an expert witness for the SEC in its prosecution of several important insider trading and market fraud cases including the landmark Crazy Eddie case

Areas of Teaching Experience

Corporate & entrepreneurial finance

Corporate governance and control

Financial regulation: intermediaries & markets

Analytic methods & case studies in public policy

Macro & micro economics

Organizational structure, culture, and performance

Funded Research Programs

Chair, Corporate Voting Research Project, Kennedy School of Government, Harvard University, 1989-1993   

Chair, New Foundations Working Group, Kennedy School of Government, Harvard University, 1991-1993 

Selected Publications 

 

Below are examples from over 50 articles and book contributions in venues including The Journal of Finance, The Journal of Law & Economics, The Journal of Financial Economics, The Harvard Business Review, The New York Times, and The Wall Street Journal.  The first 9 articles below can be accessed directly by clicking on on underlined titles.

The Rise of the Political Model of Corporate Governance and Corporate Control, New York University Law Review, November 1993, vol. 68, no. 5, pages 1003-1071 

The Promise of the Governed Corporation, Harvard Business Review, March-April 1995, vol. 73, no.2, pages 89-98  

Beyond Takeovers: Politics Comes to Corporate Control, Harvard Business Review, March-April 1992, vol. 70, no.2, pages 83-93

​​​

Proxy voting and the SEC: Investor Protection Versus Market Efficiency, Journal of Financial Economics, 1991, vol. 29, issue 2, pages 241-28

Raiders, Targets, and Politics: The History and Future of American Corporate Control, Journal of Applied Corporate Finance, 1992, vol. 5, no. 3, pages 6-18

The Effects of Antitakeover Amendments on Takeover Activity: Some Direct Evidence, Journal of Law and Economics, 1987, vol.30, issue 2, pages 353-67

Shareholder Activism and Share Values: The Causes and Consequences of Counter-solicitations against Management Antitakeover Proposals, Journal of Law and Economics, 1989, vol.32, issue 2, pages 357-79

On the Motives for Choosing a Corporate Governance Structure: A Study of Corporate Reaction to the Pennsylvania Takeover Law, Journal of Law, Economics and Organization, 1992, vol.8, issue 3, pages 656-72

How the Proxy Rules Discourage Constructive Engagement:  Regulatory Barriers to Electing a Minority of Directors, with L. Gordon and R. Gilson, Journal of Corporation Law, vol. 17, issue.1, Fall 1991, pages 29-48

 

Proxy Contests and the Efficiency of Shareholder Oversight, Journal of Financial Economics, 1988, vol.20, issues 1-1, pages 237-265

 

The Information Effects of Takeover Bids and Resistance, Journal of Financial Economics, 1988, vol.22, issue 2, pages 207-227

Creating Relationships Between Corporations and Institutional Investors: An Introduction, Journal of Applied Corporate Finance, 1992, vol. 6, issue 2, pages 32-34

 

Are Large Shareholders Effective Monitors?  An Investigation of Share Ownership and Corporate Performance, with R. Zeckhauser, in R. G. Hubbard, ed., Asymmetric Information, Corporate Finance, and Investment, University of Chicago Press

Information, Ownership Structure, and Shareholder Voting: Evidence From Shareholder-Sponsored Corporate Governance Proposals, with L. Gordon, The Journal of Finance, 1993, vol.48, issue 2, pages 697-718

Clearly Heard on the Street:  The Effects of Takeover Rumors on Stock Prices, with R. Zeckhauser, The Journal of Business, vo.63, issue 3, pages 291-308

Are Institutional Investors Speculators?, with R. Shiller, Journal of Portfolio Management, vol.13, issue 1, pages 46-52

Survey Evidence on the Diffusion of Interest Among Institutional Investors, with R. Shiller, Cowles Foundation, Yale University, and National Bureau of Economic Research, 1986

ESOPS and Corporate Control, with L. Gordon, Journal of Financial Economics, vol.27, no.3, pages 525-555

 

 

 

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