SEC, Delaware judiciary meet in UD classroom

11:05 a.m., Nov. 20, 2003--A University of Delaware classroom provided the venue for an historic meeting between federal Securities and Exchange Commission (SEC) members and the state judiciary, which plays an important role in shaping national corporate law.

SEC Commissioners Harvey J. Goldschmid and Paul S. Atkins joined Justices Jack Jacobs and Randy Holland of the state Supreme Court and Vice Chancellors Stephen Lamb and Leo Strine of the Delaware Court of Chancery to discuss the impact of recent SEC proposals on shareholder empowerment Tuesday morning as part of an undergraduate corporate governance class taught by Charles Elson, Edgar S. Woolard Jr. Chair and director of the John L. Weinberg Center for Corporate Governance.

“This is a rather unusual class,” Elson told the students and visitors who crowded the Lerner Hall lecture room. “For the first time, the SEC is meeting with members of the state judiciary, and the meeting is taking place in Delaware.”

“This is a really big moment,” Elson added. “I’ve never been in a law classroom in which you heard from more than one SEC Commissioner, much less the Delaware court.”

At issue during the panel discussion were SEC proposals aimed at giving shareholders increased access to the corporate proxy. Of the proposals, Elson said, “Some people don’t think they go far enough, some think they go too far and some think they’re just right.”

“I have great faith in the shareholders,” Goldschmid said in defending the SEC proposals. “Their instinct, and the national need, is for well-run corporations.”

Although most panelists were in general agreement on the issue of providing shareholders more access to the corporate proxy, there was wide disagreement on how to make that happen.

The SEC commissioners, justices and vice chancellors were joined on the panel by John Olson, senior partner of Gibson, Dunn & Crutcher; Eric Roiter, senior vice president and general counsel of Fidelity Management & Research Co.; John Wilcox, vice chairman of Georgeson Shareholder Communications; Ann Yerger of the Council of Institutional Investors; Lucien Bebchuk of the Harvard Law School; Peter Clapman, TIAA-CREF senior vice president; Margaret Foran, Pfizer vice president; Damon Silvers, AFL-CIO general counsel; and A. Gilchrest Sparks, partner in the firm of Morris, Nichols, Arsht & Tunnell.

E-mail this article

To learn how to subscribe to UDaily, click here.