Bernard Sharfman

A simple plan to liberate the market for corporate control

It's time to exempt a certain type of hostile bid—an all-cash, all-shares tender offer—from a poison-pill defense. In essence, I propose a statutory rule requiring a board to remain …

The value of private ordering and the Snap IPO

The private ordering of corporate governance arrangements is a wonderful thing. It "allows the internal affairs of each corporation to be tailored to its own attributes and qualities, …

How dual class shares in IPOs can create value

The shareholder empowerment movement—driven primarily by public pension funds and union-related funds with more than $3 billion in assets—has renewed its effort to eliminate, restrict or at least …

Mutual fund advisers’ ’empty voting’ raises new governance issues

The creation of the mutual fund will go down as one of the greatest innovations in financial history. It has provided tens, if not hundreds of millions of …

Dual-class shares and the shareholder empowerment movement

The shareholder empowerment movement has renewed its effort to eliminate, restrict or, at the very least, discourage use of dual-class share structures—that is, classes of common stock with …

Let’s eliminate the SEC’s Investment Advisory Committee

Looking at the Securities and Exchange Commission’s Investment Advisory Committee as a proxy for the relative influence of the shareholder empowerment movement gives one the distinct impression that …

The importance of the business judgment rule

The business judgment rule, the most prominent and important standard of judicial review under corporate law, protects a decision of a corporate board of directors from a fairness …

Moving forward on unwinding proxy access

The shareholder empowerment movement consists of activists who advocate shifting corporate decision-making authority to shareholders, and thus away from boards of directors and executive management. In effect, this …

Corporate governance by the board, not the government

The following op-ed was co-authored by Michael Wilt, a senior policy writer and editor with the Mercatus Center at George Mason University. Starbucks recently made a big change to its …

Debating proxy access with substance, not bluster

There has been much bluster, but very little substance, in the ongoing debate over proxy access – that is, the ability of certain privileged shareholders to have their …

Four inconvenient truths about Fannie and Freddie

Americans have for years been addicted to long-term (that is, 15 to 30-year) fixed-rate residential mortgage loans. We just can’t live without them. The severity of this habit …

Creating a foundation for a substantive debate on proxy-access proposals

If shareholder proposals on proxy access—that is, the ability of certain large shareholders to have their own slates of nominees to corporate boards included in the proxy materials …

Shareholders continue to be misinformed about the costs and benefits of proxy access

The California Public Employees' Retirement System (CalPERS) and the New York City Comptroller’s Office both continue to use a deeply flawed CFA Institute report as support for their …

A deeply flawed CFA Institute report on shareholder empowerment

The following oped was coauthored by R Street Senior Fellow R.J. Lehmann. Over the past year and a half, the shareholder-empowerment movement has been deeply enamored with an August …

Critiquing the CFA Institute’s report on proxy access

Is proxy access – that is, the ability of certain privileged shareholders to have their own slate of director nominees included in the proxy-solicitation materials public companies must …

The tension between hedge fund activism and corporate law

The attached paper was presented at a Jan. 22, 2016 symposium honoring the work of Henry G. Manne, sponsored by the Law & Economics Center at George Mason …

Shareholder activism of the worst kind

For investors focused on maximizing portfolio value, there are some significant questions raised by recent empirical research indicating that shareholder proposals submitted by public-pension funds and labor-union-related entities …

If you don’t support the party line, don’t speak

I am extremely disappointed to announce that my invitation to speak at the fall conference of the Council of Institutional Investors has been withdrawn. The conference organizers have …

Public-pension funds play with newest toy in corporate governance

Shareholder-wealth maximization generally is accepted as the default objective of an investment fund, though there are exceptions to the rule. For example, an investment adviser might create a …

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