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