Board Excellence and Fiduciary Duties of Corporate Directors

This article is intended for corporate directors and explores the key issues that directors should understand with respect to their fiduciary duties. An accompanying paper authored by Ellen Odoner, Stephen Radin, Lyuba Goltser, and Andrew Blumberg of Weil, Gotshal & Manges LLP provides a detailed analysis of the concepts discussed in this article and is recommended to general counsel, as they advise their corporate boards with respect to their fiduciary duties, as well as directors who wish to have a better understanding of their own fiduciary duties

Inversions: Implications for Tax Planning, Tax Policy, and Corporate Governance

On February 27, 2015, the Ira M. Millstein Center for Global Markets and Corporate Ownership, the Richard Paul Richman Center, the Charles Evans Gerber Transactional Studies Center, and David Polk & Wardwell hosted a conference on Inversions: Implications for Tax Planning, Tax Policy, and Corporate Governance. The following is a summary of the panel discussions

Private Ownership at a Public Crossroads: Studying the Rapidly Evolving World of Corporate Ownership

Capital formation in the United States is currently in the midst of a significant transition with largely unexplored consequences for the ownership and control of American business, as well as significant implications for the future of the public equity markets. Although public equity markets remain vast and important, they are no longer the primary source of capital for business formation and growth. Increasingly, capital for business formation and growth is being raised — and held — privately from a relatively new set of institutional investors (most importantly, venture capital and private equity funds). As a result, ownership and control over significant swaths of American business has shifted from participants in public markets to participants in the private markets

Discussion on Transparent and Effective Disclosure

On January 22, 2015, the Ira M. Millstein Center for Global Markets and Corporate Ownership and the Center for Audit Quality hosted a Discussion on Transparent and Effective Disclosure. The following is a summary of the panel discussions

Key Topics in Corporate Governance: Disclosure

On June 18, 2015, the Ira M. Millstein Center for Global Markets and Corporate Ownership hosted a symposium on transparency in the corporate and investment communities. The half-day event brought together prominent speakers from the business, regulatory and academic sectors to discuss current trends and emerging issues associated with disclosure. In a related vein, panelists also debated the case for furthering engagement with retail investors whose needs and resources may differ, at times substantially, from their institutional counterparts. The following is a summary of the panel discussions

Looking Back with a Legend: Ira Millstein Reflects on the Impact of Milton Friedman\u27s Views on Corporate Governance

In this discussion, corporate governance legend and frequent The Business Lawyer contributor Ira M. Millstein reflects on the impact of Milton Friedman and his adherents on our corporate governance system and economy generally, as well as the path forward to an economy that functions better for the many. Millstein takes an historical perspective in conversation with former Chief Justice and Chancellor of Delaware, Leo E. Strine, Jr., moderated by Professor Eric Talley of Columbia Law School. Millstein situates the evolution of our corporate governance system, including the effect of Friedman and the Chicago school on it, within the political dynamics of the last fifty years since the New York Times published the essay, “A Friedman Doctrine —The Social Responsibility Of Business Is to Increase Its Profits.

Changes in Ownership: Beyond the Berle-Means Paradigm

The “Changes in Ownership: Beyond the Berle-Means Paradigm” Symposium, held April 2013, explored whether, and how, the recent explosion of new ownership models alters the paradigm of dispersed ownership developed by Adolf Berle and Gardiner Means three generations ago. That model indicated that public corporations were owned by dispersed shareholders whose separate ownership positions were too small to justify extensive monitoring of managerial performance. This view of the distribution of ownership in U.S. corporations has been foundational for both much academic work and for much of corporate law and governance, which have been aimed at addressing the monitoring shortfall. The Symposium explored three specific developments in corporate ownership that may indicate a sea change in the landscape painted by Berle and Means. The first development was a resurgence of companies going public with dual-class stock, similar to the Swedish capital structure, especially in the technology sector. The second development was the growth in private equity exits through a secondary buyout rather than an IPO or strategic sale. The third and final development explored at the Symposium was the re-concentration of public equity holdings, as a result of investment intermediation, that has put the potential for control into the collective hands of a much smaller, more concentrated group of holders. This briefing will summarize the day’s discussions on whether these various developments represent an explosion in ownership forms that represent a real diversification and complication of the pattern of ownership of U.S. corporations — a new pattern that truly reaches “Beyond the Berle- Means Paradigm”

Annual Report 2018

We are excited to update you after a very active 2018, which brought about positive change here at the Millstein Center

Proxy Access 2.0: A Recap on 1.0 and the Economic Analysis

On April 27, 2015, the Ira M. Millstein Center for Global Markets and Corporate Ownership and the CFA Institute hosted a discussion on the state of proxy access. The following is a summary of the panel discussion

Report from the General Counsel Summit on Short-Termism and Public Trust

This summary report was prepared for participants in the General Counsel Corporate Governance Summit and presents some of the key discussion topics and views of participants at the summit. It is not intended to provide a complete summary or represent a unanimous consensus of the summit’s proceedings