The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu The leading online blog in the fields of corporate governance and financial regulation. Sat, 30 May 2026 11:30:05 +0000 en-US hourly 1 https://wordpress.org/?v=6.5.8 https://corpgov.law.harvard.edu/wp-content/uploads/2024/02/cropped-photography-4-e1706898544564-1-32x32.png Current and Former SEC Commissioners Question Legality of Harvard Declassification Proposals – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 Current and Former SEC Commissioners Question Legality of Harvard Declassification Proposals https://corpgov.law.harvard.edu/2014/12/15/current-and-former-sec-commissioners-question-legality-of-harvard-declassification-proposals/?utm_source=rss&utm_medium=rss&utm_campaign=current-and-former-sec-commissioners-question-legality-of-harvard-declassification-proposals https://corpgov.law.harvard.edu/2014/12/15/current-and-former-sec-commissioners-question-legality-of-harvard-declassification-proposals/#comments Mon, 15 Dec 2014 14:20:15 +0000 http://blogs.law.harvard.edu/corpgov/?p=67152?d=20141215111727EST Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Monday, December 15, 2014
Editor's Note:

Martin Lipton is a founding partner of Wachtell, Lipton, Rosen & Katz, specializing in mergers and acquisitions and matters affecting corporate policy and strategy. This post is based on a Wachtell Lipton memorandum by Mr. Lipton, Theodore N. Mirvis, and George T. Conway III.

Today’s Wall Street Journal reports that a current SEC Commissioner and a former SEC Commissioner (now a law professor) have published a lengthy paper challenging the scholarly bona fides—and legality—of the recent efforts by the Harvard Law School Shareholder Rights Project (SRP) to cause major American corporations to declassify their boards of directors. During the past three proxy seasons, the Harvard SRP has promulgated numerous stockholder-sponsored precatory resolutions calling for declassification of companies with staggered boards, and has succeeded in causing 98 companies to remove their staggered structure and have all their directors stand for election annually.

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