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    10.21.15 Annual Pomerantz Lecture looks at 'The New Governance'
    Jill Fisch

    At the 2015 Abraham L. Pomerantz Lecture on Oct. 8, Jill E. Fisch, Perry Golkin Professor of Law and Co-Director of the Institute for Law and Economics, University of Pennsylvania Law School, spoke to an audience of legal scholars, practitioners, and students on the evolution of corporate governance in recent years, with a focus on mechanisms designed to constrain shareholder action and activist influence.  

    “Today we see an expansion from litigation to broader efforts to protect investors through governance rights… As we see more effort to protect investors and investor rights, whether it’s through litigation or through governance, we also see pushback, as issuers are resisting,” Fisch said. She examined the interplay among these forces as raising questions about the appropriate balance of power between shareholders and directors and the legal limits, if any, that should apply to the adoption and use of mechanisms ranging from proxy access and majority voting to board-adopted bylaws.

    Fisch discussed the history of corporate governance in the United States and the critical role of the Securities and Exchange Commission since the 1970s to deal with the increased demand for management accountability. While “old governance,” Fisch said, focused on independent boards and how corporations were run by their overseers, “new governance” involves the struggle between boards and shareholders over the balance of power in corporate decision-making, as well as substantive issues such as board composition, board structure, and shareholder voting power.

    The commentary that followed Fisch’s lecture was moderated by James A. Fanto, Gerald Baylin Professor of Law and Co-Director, Center for the Study of Business Law and Regulation at Brooklyn Law School. The featured commenters were Charles M. Elson, Edgar S. Woolard Jr. Chair in Corporate Governance, Professor of Finance, and Director of the John L. Weinberg Center for Corporate Governance, Alfred Lerner College of Business & Economics, University of Delaware; and Robert J. Jackson Jr., Professor of Law and, Co-Director of the Ira M. Millstein Center for Global Markets and Corporate Ownership, Columbia Law School.

    Watch video of the lecture.

    About the Abraham L. Pomerantz Lecture Series

    The lecture series focuses on topics of corporate securities law and related issues of professional responsibility. The law firm of Pomerantz LLP, of which Abraham Pomerantz was the founding partner, provides continuing support for this series.

    Learn more about Abraham Pomerantz and past Pomerantz Lectures.