The Millstein Center for Corporate Governance and Performance
MCCGP
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Affiliated Faculty and Fellows

Antle   Rick Antle
William S. Beinecke Professor of Accounting
Yale School of Management

Rick Antle has done extensive research and consulting work on the scope of services provided by accounting firms. He is an expert on many facets of accounting. His academic research has been on such diverse topics as auditor independence, the reporting of business income, the use of information in capital budgeting decisions, the compensation of corporate executives, the incentives of auditors and the structure of CPA firms. He has served as a consultant in matters involving auditor independence, compensation, the proper application of accounting methods, auditing standards and capital budgeting.

 

     
Chen   Zhiwu Chen
Professor of Finance
Yale School of Management

Zhiwu Chen's research in the governance area has focused on the roles of a free press for market development, especially financial market development. Press freedom has been viewed as a politically necessary institution, but its economic function has been overlooked. His research shows that without a free press, not only capital markets are difficult to develop, but also a country's service sector will generally suffer. Investigative reporting and the free flow of information are necessary for good corporate governance.

 

     
Cremers   Martijn Cremers
Assistant Professor of Finance
Yale School of Management

Martijn Cremers research studies the impact of corporate governance on prices and performance, for stocks, corporate bonds and mutual funds. In terms of corporate governance, he looks at issues like anti-takeover measures, institutional block-ownership, insider/board ownership, executive compensation and state of incorporation. For example, in a forthcoming Journal of Finance article (December 2005), he finds a strong complementarity effect between shareholder rights and institutional ownership. The results suggest that both strong shareholder rights and the presence of large institutional investors are necessary for effectiveness, both in terms of stock market performance and accounting profitability.

 

     
Garten  

Jeffrey Garten

Juan Trippe Professor in the Practice of International Trade, Finance and Business

Yale School of Management

Jeffrey E. Garten was dean of the school from November 1995 to June 2005. Prior to that he was Undersecretary of Commerce for International Trade, 1993-1995. Before government service he spent 13 years on Wall Street, specializing in debt restructuring in Latin America for Lehman Brothers, building Lehman's investment banking business in Asia, restructuring some of the world's largest shipping companies in Hong Kong, and working on mergers and acquisitions business for The Blackstone Group. From 1997-2005 he wrote a monthly column for BusinessWeek on major challenges facing global business leaders. He is also chairman of Garten Rothkopf, a consulting firm which works with global corporations on strategies to enhance shareholder value and establish cutting edge risk management procedures.

     
Goetzmann   William N. Goetzmann
Edwin J. Beinecke Professor of Finance & Management Studies
Yale School of Management

Will Goetzmann and Matthew Spiegel have worked together for a number of years on the development of an explicit model to describe how governance conflicts can translate into financial loss to shareholders. They have empirically tested these models with Russian data. For their analysis of Russian Corporate Governance failures they have substantially collected information about every single merger and acquisition of Russian public companies over the last decade, creating a unique database for the study of an economy in corporate governance transition.

Another recent research project of Professor Goetzmann's focuses on the development of Chinese corporations in the 19th century and the attempts to adopt an international corporate code, viewed at that time as "best practice." It didn't work so well. His paper with Elisabeth Koll, recently published in an NBER volume, argues that this is due to a circular lack of a liquid share market, and lack of the technology to enforce shareholder rights, as opposed to so called cultural explanations. Professor Goetzmann has hopes of collecting historical time-series and cross-sectional pricing data from the 19th and early 20th century Hong Kong market in order to test theories about the domicile choice of corporations in China (i.e. Shanghai being subject to Chinese law and Hong Kong using British law.) This is akin to law and economics studies that use the "Delaware Dummy."

In general, the focus on international settings and historical environments in the study of the development of corporate governance is an attempt to draw inference from very different environmental conditions. Without seeking such data we risk and lack of objectivity in perspective on these issues. As a real-time experience of corporate governance, Professor Goetzmann will begin serving as the chair of an audit committee of The Commonfund next year (a $35 billion dollar non-profit investment manager.) Also next year he will also begin service as a board member of a mutual fund during a time of great fiduciary challenges in this industry.

 

     
Hansmann   Henry B. Hansmann
Augustus E. Lines Professor of Law
Yale Law School

Henry Hansmann has coauthored a book with 6 other corporate law scholars from around the world, The Anatomy of Corporate Law: A Comparative and Functional Approach (Oxford, 2004), that analyzes and compares the systems of corporate law in the leading commercial societies. He has written several articles recently dealing broadly ("The End of History for Corporate Law," coauthored with Reinier Kraakman of Harvard) or more technically ("Extraterritorial Courts for Corporate Law," coauthored with Jens Dammann of Texas) with various aspects of the law regulating corporate governance. Professor Hannsman is at work now on an article comparing the law regulating corporate governance for nonprofit corporations with the law regulating corporate governance for business corporations. He has also written about basic aspects of corporate law that are further removed from the particular concerns of contemporary corporate governance ("The Essential Role of Organizational Law," coauthored with Reinier Kraakman, and "Law and the Rise of the Firm," coauthored with Reinier Kraakman and Richard Squire, and forthcoming in the Harvard Law Review in March 2006).

 

     
Koppell  

Jonathan G. Koppell
Associate Professor of Politics and Management
Yale School of Management

Jonathan Koppell has numerous projects that intersect with the work of the MCCGP. His ongoing work on the governance of quasi-government includes papers on governance challenges for SOE's in China and publicly-supported venture capital funds in the United States. His principal current project is about the organization and administration of transnational governance organizations like the WTO, the International Telecom Union and the International Accounting Standards Board. He is now working with NYS Commission on Public Authorities (led by Ira Millstein) on better defining the duties of public sector directors.

 

     
Macey  

Jonathan R. Macey
Sam Harris Professor of Corporate Law, Corporate Finance and and Securities Law
Yale Law School

Jonathan R. Macey is Sam Harris Professor of Corporate Law, Corporate Finance and Securities Law at Yale University, and Professor in the Yale School of Management. Professor Macey is the author of several books including the two-volume treatise, Macey on Corporation Laws, and co-author of two leading casebooks, Corporations: Including Partnerships and Limited Liability Companies and Banking Law and Regulation. In 1995, Professor Macey was awarded the Paul M. Bator prize for excellence in Teaching, Scholarship and Public Service by the Federalist Society for Law and Public Policy. In 2004, he was awarded a Teaching Award by the Yale Law Women in recognition of his “commitment to excellence in teaching, mentoring and inspiring.”

 

     
Millstein  

Ira M. Millstein
Eugene F. Williams Jr. Visiting Professor in Competitive Enterprise and Strategy and Senior Associate Dean of Corporate Governance
Yale School of Management

Ira Millstein is a Senior Partner in the international law firm Weil, Gotshal & Manges LLP in New York City and a leading expert on antitrust, government regulation, and corporate governance matters, having counseled over 50 corporate boards. In addition to his active legal practice, Professor Millstein is Chairman of the Board of Overseers of the Albert Einstein College of Medicine, Chairman Emeritus of the Private Sector Advisory Group of the World Bank/OECD Global Corporate Governance Forum, and a Board Member of the National Association of Corporate Directors. He previously served as Chairman of the New York State Commission on Public Authority Reform, a Fellow of the Faculty of Government at Harvard University's JFK School of Government, Co-Chairman of the Blue Ribbon Committee on Improving the Effectiveness of Corporate Audit Committees, and Chairman of the OECD Business Sector Advisory Group whose report led to the internationally recognized OECD Principles of Corporate Governance. An Elected Fellow of the American Academy of Arts and Sciences, he is a frequent lecturer and author of numerous books and articles.

 

     
Nalebuff  

Barry Nalebuff
Milton Steinbach Professor of Management
Yale School of Management

Professor Nalebuff has written on a wide variety of subjects ranging from strategy to pricing, bidding to bargaining, and innovation to incentives. He is an expert on game theory and has written extensively on its application for managers. Professor Nalebuff's work on strategy focuses on the fundamental duality in business -- the conflict between cooperating to create a pie and competing to divide it up. The result is his book on business strategy, Co-opetition. His most recent book, Why Not?, focuses on providing a framework for problem solving and ingenuity. Professor Nalebuff frequently writes op-ed articles for the country's major newspapers on subjects as diverse as credit cards, the term structure of debt, political strategy, innovation, and complementors. His work on product bundling was featured in the European Union's investigation of the proposed GE-Honeywell merger.

 

     
Oster  

Sharon M. Oster
Dean and Frederic D. Wolfe Professor of Management and Entrepreneurship
Yale School of Management

Sharon Oster is the Dean of the Yale School of Management. Professor Oster is a specialist in competitive strategy, microeconomic theory, industrial organization, the economics of regulation and antitrust, and nonprofit strategy. She has written extensively on the regulation of business and competitive strategy. Professor Oster's book, Modern Competitive Analysis, used widely at management schools, integrates a broad range of views in its analysis of management strategy and emphasizes an economic approach to strategic planning. Her second book, Strategic Management for Nonprofit Organizations, takes the same economic approach to managing nonprofit organizations. Professor Oster has consulted widely to private, public, and nonprofit organizations.

 

     
Podolny  

Joel M. Podolny
William S. Beinecke Professor of Management
Yale School of Management

Professor Joel Podolny's research is in the areas of economic sociology, complex organizations, and social networks. The research for which he is best known is that in which he brings the sociological conception of status to the study of market competition. He has examined status dynamics in a variety of industries, including investment banking, semiconductors, shipping, venture capital, and the wine trade. In addition to his work on status, he has conducted research on the role of social networks in mobility and information transfer within organizations. His current research seeks to explicate how leaders infuse meanings into their organizations.
Prior to Yale SOM, Podolny was professor and director of research at Harvard Business School and professor of sociology in the Harvard Faculty of Arts and Sciences. He also spent 11 years on the faculty of the Stanford Graduate School of Business, where he also served as senior associate dean of academic affairs and was head of the school's organizational behavior group.

 

     
Rae  

Douglas W. Rae
Richard S. Ely Professor of Organization and Management & Professor of Political Science
Yale School of Management

Professor Rae is a specialist in the political economy of cities, electoral politics, political ideology, and power relations. A political scientist and member of the Yale faculty since 1967, he took leave in 1990 and 1991 to serve as chief administrative officer of the City of New Haven. A fellow of the American Academy of Arts and Sciences and a former Guggenheim Fellow, Professor Rae has been a consultant for the Parliament of Spain, the Italian Christian Democratic Party, and the BBC. He has served as president of Leeway, Inc., a nonprofit corporation serving AIDS patients. Professor Rae is consulted frequently by the media for his views on urban development, reversing urban poverty, and regionalization. His latest book, City: Urbanism and Its End (Yale University Press), was published in the fall of 2003.

 

     
Romano   Roberta Romano
Oscar M. Ruebhausen Professor of Law
Yale Law School and School of Management

With a joint faculty appointment at the Yale Law School and The Yale School of Management, all of Roberta Romano's research is focused heavily on corporate governance. Her most recent publication, The Sarbanes-Oxley Act and the Making of Quack Corporate Governance, 114 Yale Law Journal 1521 (2005) is a critique of the provisions in Sarbanes-Oxley relating to corporate governance, informed by the empirical finance and accounting literature, and an analysis of the political economy of the legislation, and suggested solutions. Professor Romano has also recently written papers on her longstanding research on the production of state corporate law, which is directed at the questions why Delaware is successful in the chartering market and whether state competition benefits shareholders and is preferable to a centralized, federal regime. She has also written a piece reviewing of the methodology and findings of empirical research in corporate law on corporate governance and has also written about and conducted an empirical analysis of the impact of the adoption of confidential proxy voting on the support for corporate governance proxy proposals.

 

     
Schwartz   Alan Schwartz
Sterling Professor of Law
Yale Law School and School of Management

A professor at Yale Law School, Alan Schwartz is an expert in corporate finance, commercial law, and bankruptcy. His recent articles examine bankruptcy workouts and debt contracts and the limits of contract law. Professor Schwartz began his career as an associate attorney with the firm of Rosenman Colin Kaye Petschek Freund & Emil in New York City. He joined the faculty of Yale Law School from the California Institute of Technology, where he was Professor of Law and Social Science, and from the University of Southern California Law Center, where he was Maurice Jones, Jr. Professor of Law.

 

     
Scott Morton   Fiona M. Scott Morton
Senior Associate Dean for Faculty Development and Professor of Economics
Yale School of Management

An expert in competitive strategy, Fiona Scott Morton comes to Yale SOM having taught as assistant professor of economics and strategy at the Graduate School of Business at the University of Chicago. Previously, she was assistant professor of strategic management at Stanford University. Her research focuses on empirical studies of competition among firms in areas such as pricing, entry, and product differentiation. Her articles are published widely in journals including the Journal of Economics and Management Strategy, the RAND Journal of Economics, the Journal of Econometrics, the Journal of Industrial Economics, and the International Journal of Industrial Organization.

 

     
Sonnefeld   Jeffrey A. Sonnenfeld
Associate Dean of Executive Programs & Lester Crown Professor in the Practice of Management
Yale School of Management

Jeffrey Sonnenfeld's research and publications address issues of top leadership development, executive succession and board governance. Professor Sonnenfeld also comments on the human side of management as demonstrated by his authorship of What Makes Great Boards Great, a prominent article published by Harvard Business Review. His book, The Hero's Farewell - What Happens When CEOs Retire (Oxford University Press), was celebrated by BusinessWeek and The Financial Times as the "standard new management book of the decade." His research in corporate governance is demonstrated by his latest book, Leadership and Governance from the Inside Out (John Wiley & Sons). Professor Sonnenfeld is an active consultant to boards and CEOs of major corporations on top leadership issues. He is presently completing a book on overcoming adversity and is also a frequent media commentator on matters of leadership and corporate governance.

 

     
Sunder   Shyam Sunder
James L. Frank Professor of Private Enterprise & Management
Yale School of Management, Law School and Economics

Shyam Sunder's research develops ways of measuring the value of a corporation to society, and examines the means of governance that will seek to maximize this value which includes, but is not limited to, shareholder value.

Corporation generates economic income (payment in excess of the opportunity costs) not only to shareholders but also to other participants such as customers, vendors, employees and managers, as well as the community at large. Corporate governance literature has focused a great deal of attention at alignment of managerial and directorial interests with the interests of the shareholders, and maximization of shareholder value. A broader perspective on corporate governance suggests assessment of corporation on the basis of its total contribution to society. The wealth distributed to various participants in excess of the sum of opportunity costs of the resources they contribute to the firm is a candidate measure of corporate performance from this broader perspective.