Business Involvements - Investment & Leadership
A.T. Cross Partnered with the CEO to lead a brand update and development a retail concept
Christopher & Banks Advised and supported the CEO through a leadership transition and merchandising-driven turnaround
CML Group As Executive Chairman and Interim CEO, oversaw restructuring and sale of Smith & Hawken and Nordic Track subsidiaries
Cost Plus World Market Served on the board and advised the CEO and leadership team through a merchandising-driven turnaround and strategic sale process
Guess Invested to support key new team members and an operating turnaround
Gymboree Served on tthe 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
Handleman Company Invested and served as an adviser to the CEO on value, strategy, and public markets
Kirklands Invested to support the management team through a merchandising-driven turnaround
Massif Co-acquired the business; worked with leadership on launch of consumer market line
Pier 1 Imports Invested & advised the CEO on refocusing the brand
RedEnvelope Chaired the board through a management change, built a new executive team and led a strategic review and turnaround planning
Restoration Hardware Invested to support the founder's plan to turn around the business
Spy Optic Co-chaired the board, partnering with the founder to return the brand to its profitable core focus
Three Twins Ice Cream Organized first investment round, joined the board, coalesced additional investors and board members
United Retail Group (Avenue Stores) Proposed new expert directors to support a merchandise-driven turnaround
Vans Invested to support refocussing including divestment of ancillary businesses and growth of the core brand
Yard O Led Invested and led the first phase of a turnaround of heritage UK writing instrument brand
Wellco, Altama Co-acquired the brands; partnered on development of strategies to build consumer market presence
Wildfang Co-organized foundational investment round; served as startup adviser to the founder
Selected 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 committee
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)
Adviser on governance and value to funds and entities including: Dimensional Fund Advisers / Institutional Shareholder Services / Investor Responsibility Research Center / Council of Institutional Investors / California Public Employees Retirement System / California State Teachers Retirement System / Wisconsin Public Employees Pension Fund / Florida Public Employees Pension Fund / Fidelity Investments / Vanguard Funds
Example 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
A.T. Cross Strategic Adviser, brand renewal and distribution
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 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, developed 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, 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, developed strategy for the first acquisition transaction (of U.S. Shoe Corp) whose success hinged on engagement with institutional investors
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
Academic and Policy Positions
University of Arizona, Eller College of Business, McGuire Center for Entrepreneurship Interim Executive Director, 2023-2024; Adviser & Associate Mentor, 2022-2023
University of Arizona, Center for the Philosophy of Freedom Adviser and Research Professor, 2021-2022
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
Education
Yale University M.A. (1982), M.Phil (1983), Ph.D. (1988), Economics
Harvard University A.B. (1981), Political Economy
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 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 Founded 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 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 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
Secondary & Higher Education
Adviser to multiple universities on strategy, competitive positioning, and program development. Oversight, brand and program development, and strategic and financial planning at independent primary and secondary schools, including The Berkeley School and Maybeck High School, both 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