Vol. 19, No. 38

Aug. 24, 2000

Corporate lawyer named Edgar S. Woolard Chair

Elson, CharlesIn a move praised by the corporate law community, the University has attracted to a new faculty position one of the top experts in the legal framework that governs American business.

Charles M. Elson, a lawyer, corporate director and law professor, on Aug. 1 became the first Edgar S. Woolard Jr. Chair of Corporate Governance in the College of Business and Economics.

The Woolard Chair of Corporate Governance and a proposed Center for Corporate Governance are a natural fit at the University because of Delaware's world prominence as a corporate capital, UD Provost Mel Schiavelli said.

"Delaware occupies such a very special location with respect to corporate governance, with about half of the Fortune 500 companies and corporations on the New York Stock Exchange incorporated here," President David P. Roselle said. "Marrying the University's academic expertise in this area with the corporate and legal communities will help build better governance models that benefit everyone."

The endowment for the Woolard Chair was created with $1 million in gifts from his friends and colleagues, as well as contributions from several corporations.

The donors sought to honor the former chairman and chief executive of the DuPont Co., who led the giant chemical company, based in Wilmington, through a major restructuring in the 1990s that positioned the company for the 21st century. In April, Woolard was inducted into the highly prestigious National Business Hall of Fame.

Elson, who previously was professor of corporate law at Stetson College of Law in St. Petersburg, Fla., brings business experience to the job. For example, as a member of the board of Sunbeam Corp.–brought on by then-CEO Alfred J. DunlapElson invested $100,000 of his own money in the company. When shares of Sunbeam began to plummet, Elson thought like a shareholder. He helped remove Dunlap, who had come to be known as "Chainsaw Al" for the deep job cuts he made as part of his strategy for turning around troubled companies.

A graduate of Harvard University and the University of Virginia School of Law, Elson handled mergers and acquisitions and corporate finance as a lawyer with Sullivan & Cromwell in New York during the late 1980s. He currently serves on two corporate boards in addition to Sunbeam, Nuevo Energy Co. and Circon Corp.

He also has been a member of a number of blue-ribbon commissions, including an advisory council of the National Association of Corporate Directors.

"Elson is very well-grounded in the real world of governance," said UD trustee William T. Allen, who was the chief judge--or chancellor--of Delaware's Court of Chancery from 1985 to 1997. Allen, who now is professor of law and director of the Center for Law and Business at New York University, said Elson "has a wonderful network of people in business, law, finance and academia."

The proposed Center for Corporate Governance will create a forum for the discussion and research of significant issues affecting shareholders, directors and corporate officers, Elson said.

A strong believer that directors should be more than "parsley on the fish"–as a U.S. Steel chief executive once described them–Elson said he has a list of governance issues he will open for debate during the academic year 2000-2001.

Among them are the push to make directors own stock in the companies on whose boards they serve, director compensation, corporate philanthropy, institutional investor activism and the drive for independent boards.

The new center will offer conferences and workshops, as well as encouraging research and publication on corporate governance issues. One goal is to bring about changes in governance through education and discussion.

"It's so logical for Delaware and the University," Michael J. Ginzberg, newly appointed dean of the College of Business and Economics, said. "I think it's a wonderful opportunity to look at the legal side and the financial side and see how corporate structure and performance interact."

Companies like to incorporate in Delaware for several reasons. The state's 100-year body of corporate case law has become the rule in corporate America. In addition to the case law, Delaware has the specialized Court of Chancery and respected Supreme Court.

Elson said he believes the state's role is only going to increase as developing economies look to the U.S. model for their emerging businesses. Indeed, there's more attention on corporate governance issues than ever before, he said, which makes the University's initiatives all that more significant.

All these factors–and the state's respected bar–made it an easy decision to accept the offer of the Woolard Chair, Elson said.

"This was something I couldn't turn down, given the opportunity," he said.

–Maureen Milford and Beth Thomas