Corporate governance law is in the spotlight this week. And it's not necessarily a pretty sight.
As Andrew Ross Sorkin writes in his Jan. 5 New York Times Dealbook article, whispers of securities fraud on one side are being countered with abuse of power on the other.
The issue stems from an academic white paper co-authored by Daniel M. Gallagher, a current member of the Securities and Exchange Commission, who calls into question actions of the Harvard Shareholder Rights Project.
In mid-December, Gunster attorney Bob Lamm, who is co-chair of the firm's securities and corporate governance law practice, blogged about Gallagher's actions and his reaction to it on The Securities Edge blog. In his post, Lamm offered, among other comments:
[If Gallagher] really thinks that there’s a violation here, perhaps he should have whispered in the ear of the enforcement division that it might want to look into this. Instead, he’s behaving somewhat like a bully.
New York Times readers may have already seen this quote if they read Sorkin's article.
In his Dec. 11 blog post, Lamm also points out that if the SEC were to bring an administrative enforcement action, Gallagher would have to recuse himself, which could lessen the likelihood of a finding of illegality.
Want to catch up on the issue? Here are links to critical reading on the drama as it's been unfolding:
- SEC commissioner warns Harvard of vulnerability (The Wall Street Journal, 12/10/14 - subscription may be req'd)
- What's good for the goose ... (Robert B. Lamm on The Securities Edge blog, 12/11/14)
- An unusual boardroom battle, in academia (The New York Times - Dealbook, 1/5/15)
