​​I. Business Involvements
Investment & Leadership
​
A.T. Cross Investor & strategic brand development partner
Christopher & Banks Investor & adviser to the CEO
CML Group Executive Chairman and CEO
Cost Plus World Market Independent director; member of strategic review and compensation committees
Guess Investor & friend of management team
Gymboree PIPE investor; independent director; lead Independent director; compensation committees; audit committee; strategic review committee
Handleman Company Investor & adviser to the CEO
Kirklands Investor & adviser to the CEO
Massif Investor; director; adviser to the CEO
Pier 1 Imports Investor & adviser to the CEO
RedEnvelope Investor, independent director, Chairman, Executive Chairman, CEO
Salon Strategic partner to CEO and board
Restoration Hardware Investor & adviser to the founder
Spy Optic Investor, Co-Chair of the Board
Three Twins Ice Cream Lead early stage investor; director
United Retail Group (Avenue Stores) Catalyst investor
Vans Investor & adviser to the CEO
Wildfang Co-lead seed stage investor; adviser to founders
​
​Boards​
​
Altama (private equity acquisition)
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)
Imperial Yard, Ltd. (private UK limited company)
Massif Inc. (private equity acquisition)
Nordic Track (public company subsidiary) Chairman
RedEnvelope (public, NASDAQ) Executive Chairman; Nominating & Governance committe
Smith & Hawken (public company subsidiary) Chairman
Spy Optic (public, NASDAQ) Co-Chairman; Compensation committee
Tactical Holdings Inc. (private platform, comprised of three military/tactical brands)
Three Twins Ice Cream (private)​
Wellco (private equity acquisition)
​
​
Selected Advisory Clients
​​
Altamont Capital Partners Senior Adviser, consumer-focused investments
Solomon Partners 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, activist investment defense
Kmart Strategic/Board Adviser, institutional investor proposals
Ben & Jerry’s Board Adviser, strategic alternatives
Scotts Miracle Gro Board Adviser, control & leadership
Nine West Group Strategic Adviser, acquisitions
Kodak, Adviser, governance & institutional investor relationships
Shoney's Board Adviser, succession and governance
​
​
Activist Investment Practice Innovations
​
Independent Director Slates Partnered with Carl Icahn to lead first proxy campaign to elect a fully independent slate of alternative directors, at USX Corporation.
Activist Settlements Advised Chrysler Corp on a then-unique response to activist investor Kirk Kirkorian's campaign for a board set. A subcommittee of Chrysler's independent directors consulted Chrysler's leading investors for input, which shaped the Company's response.
Institutional Investor Input on Strategy Working for Kmart, organized the first meeting at a major public company in which the leadership team, ful board,, and top ten institutional shareholders convened to discuss performance and value
Investor-Driven Control Strategies Working for Nine West Group, developed strategy for the first acquisition transaction (of U.S. Shoe Corp) involving a public campaign focused on lobbying the target company's shareholders
Activist Fund Formation 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 Advised over two 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. Also advised intermediary organizations including Institutional Shareholder Services and the Investor Responsibility Research Center.
Institutional Voting Research Service Co-founded early provider of voting recommendations to institutional investors, focused on high-value voting decisions including proxy challenges and takeover bids
Institutional Shareholder Services Advised the founder, Robert A.G. Monks, on the initial strategies for ISS.
II. Academic and Policy
​​
Education
​
Yale University M.A. (1982), M.Phil (1983), Ph.D. (1988), Economics
Harvard University A.B. (1981), Political Economy
​
Positions
University of Arizona, Eller College of Business, Adviser & Faculty, Immersion Learning Program; Interim Executive Director, Adviser & Associate Mentor, McGuire Center for Entrepreneurship, 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
Yale University Teaching Fellow, Research Associate, 1982-1984, 1986-1987
Harvard University, Kennedy School of Government, Research Lead, oil price control research project, 1980-1981
U.S. Department of Energy, Price and Allocation Control Office, economist, 1979-1980
​​
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
​
​
​​Policy contributions
​
Deregulation of Shareholder Communications 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 Research led to 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 Harvard-based multidisciplinary research group included academics, policy-makers, institutional investors, corporate founders, CEOs, and counsels: developed new practices to foster more substantive relationships between major corporations and their large investors
Institutional Policy Activism on Governance 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 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 Served as an expert witness for the SEC in its prosecution of important insider trading and market fraud cases including the landmark Crazy Eddie case
​​
​​
Areas of Teaching Experience
​
Corporate & entrepreneurial finance
Governance, oversight, the market for control
Financial regulation: intermediaries & markets
Analytic methods & case studies in public policy
Macro & micro economics
Organizational structure, culture, and performance
​
​
Funded Research Programs
​
Corporate Voting Research Project, Kennedy School of Government, Harvard University, 1989-1993
New Foundations Working Group, Kennedy School of Government, Harvard University, 1991-1993
Secondary & Higher Education
​
Adviser to universities on strategy, competitive positioning, and program development. Adviser and board member at independent primary and secondary schools, including The Berkeley School and Maybeck High School, in Berkeley, CA, and The Gregory School in Tucson, AZ
​​
​
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. First 9 articles can be accessed directly by clicking on on underlined titles.​
​
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
​
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
​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