Symposium on Corporate Elections

131 Pages Posted: 1 Dec 2003 Last revised: 10 May 2009

See all articles by Lucian A. Bebchuk

Lucian A. Bebchuk

Harvard Law School; European Corporate Governance Institute (ECGI); National Bureau of Economic Research (NBER)


This paper contains the edited transcripts of the Symposium on Corporate Elections held at Harvard Law School in October 2003. The symposium brought together SEC officials, CEOs, directors, institutional investors, money managers, shareholder activists, lawyers, judges, academics, and others to discuss the subject from a wide range of perspectives. The symposium included the following six sessions:

1. The Basic Pros and Cons of Shareholder Access. Martin Lipton and Steven Rosenblum, Wachtell, Lipton, Rosen & Katz, Lucian Bebchuk, Harvard Law School

2. The Board/Management Perspective. Richard Breeden, Richard C. Breeden & Co. John Castellani, The Business Roundtable James Rogers, Cinergy Inc. Ralph Whitworth, Apria Healthcare Group

3. The Perspective of Institutional Investors. Orin Kramer, Kramer Spellman Robert Pozen, Harvard Law School Michael Price, MFP Investors Sarah Teslik, Council for Institutional Investors

4. The Perspective of Shareholder Activists and Advisers. Jaime Heard, Institutional Shareholder Services Robert Monks, Lens Governance Advisors Damon Silvers, AFL-CIO John Wilcox, Georgeson Shareholders

5. Legal Problems in Designing a Shareholder Access Rule. John Coffee, Columbia Law School Joseph Grundfest, Stanford Law School Robert Todd Lang, Weil, Gotshal & Manges Charles Nathan, Latham & Watkins Leo Strine, Delaware Chancery Court

6. Concluding Remarks. Robert Clark, Harvard Law School Floyd Norris, The New York Times Harvey Goldschmid, U.S. Securities and Exchange Commission

Each session started with opening presentations by the panelists, followed by a discussion among the panelists and between the panelists and other participants in the symposium.

Note: Prof. Lucian Bebchuk is the editor, not the author, for this paper.

Keywords: corporate governance, directors, shareholders, shareholder voting, corporate elections, proxy fights, proxy contests, proxy rules, corporate elections, SEC

JEL Classification: D70, G30, G32, G34, G38, K22

Suggested Citation

Bebchuk, Lucian A., Symposium on Corporate Elections. Harvard Law and Economics Discussion Paper No. 448, 2003, Available at SSRN: or

Lucian A. Bebchuk (Contact Author)

Harvard Law School ( email )

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European Corporate Governance Institute (ECGI) ( email )

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National Bureau of Economic Research (NBER) ( email )

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