Bernard Sharfman
Bernard S. Sharfman is a Senior Corporate Governance Fellow with the RealClearFoundation, a research fellow with the Law & Economics Center at George Mason University's Antonin Scalia Law School, and a member of the Journal of Corporation Law's editorial advisory board.
Mr. Sharfman has written extensively on corporate law and governance. His recent writings have included:
Opportunism in the Shareholder Voting and Engagement of the ‘Big Three’ Investment Advisers to Index Funds (forthcoming, Journal of Corporation Law); The Illusion of Success: A Critique of Engine No. 1's Proxy Fight at ExxonMobil (Harvard Business Law Review Online 2022); How Discretionary Decision-Making Impacts the Financial Performance and Legal Disclosures of S&P 500 Funds (with Vincent Deluard, Director of Market Research, StoneX; forthcoming, Brooklyn Law Review 2022); Liberating the Market for Corporate Control (with Marc T. Moore; Berkeley Business Law Journal 2021); ESG Investing Under ERISA (Yale Journal on Regulation Online (2020)); The Risks and Rewards of Shareholder Voting (SMU Law Review 2020); Now is the Time to Designate Proxy Advisors as Fiduciaries under ERISA (Stanford Journal of Law, Business, and Finance 2019); The Undesirability of Mandatory Time-Based Sunsets in Dual Class Share Structures: A Reply to Bebchuk and Kastiel (Southern California Law Rev. Postscript 2019); Enhancing the Value of Shareholder Voting Recommendations (Tennessee Law Review); A Private Ordering Defense of a Company’s Right to Use Dual Class Share Structures in IPOs, (Villanova Law Review 2018); The Importance of the Business Judgment Rule (New York University Journal of Law & Business 2018); Shareholder Activism as a Corrective Mechanism in Corporate Governance (with Paul Rose; Brigham Young University Law Review 2015); Activist Hedge Funds in a World of Board Independence: Creators or Destroyers of Long-Term Value? (Columbia Business Law Review 2016); and A Theory of Shareholder Activism as its Place in Corporate Law (Tennessee Law Review 2016).
Mr. Sharfman has peer reviewed articles for the Stanford Law Review and the Yale Law Journal. Mr. Sharfman has written a number of comment letters to the SEC, NASDAQ, Department of Labor, and the New York Stock Exchange and his blog posts can be found on the Harvard Law School Forum on Corporate Governance, Columbia Law School's Blue Sky Blog, the Oxford Business Law Blog, the University of Chicago Business Law Review Blog, and Duke Law School's FinReg Blog.
Mr. Sharfman has practiced corporate and securities law and is a graduate of the Georgetown University Law Center (J.D., 2000). At Georgetown, he was an Executive Editor of the Georgetown Journal of Legal Ethics and a recipient of the journal's Saint Thomas More Award.
Commentary
How the ‘Market Share Opportunism’ of Investment Advisers is Harming Investors and Public Companies
Investment advisors on both sides of the aisle have coopted ESG for their own exploitative marketing tactics to increase their own assets...
ESG, Corporate Governance & Future of the Firm
Will “Portfolio Primacy” Throw a Monkey Wrench in Elon Musk’s Plans to Acquire Twitter?
The SEC's definition of fiduciary duty allows institutional shareholders to vote against Elon Musk's Twitter takeover bid thanks to portfolio primacy.
Latest news
Antitrust and Competition
The Kroger-Albertsons Merger Threatens Smaller Upstream Suppliers
Much of the conversation of the proposed Kroger-Albertsons merger has focused on the risks to consumers. However, the merger also poses serious implications for the grocers’ upstream suppliers, particularly smaller regional firms.
Regulation
Why Have Uninsured Depositors Become De Facto Insured?
Due to a change in how the FDIC resolves failed banks, uninsured deposits have become de facto insured. Not only is this dangerous for risk in the banking system, it is not what Congress intends the FDIC to do, writes Michael Ohlrogge.
Antitrust and Competition
Merger Law Reaches Acquirer Incentives and Private Equity Strategies
Steven C. Salop argues that Section 7 of the Clayton Act prohibits mergers in which the acquiring firm’s unilateral incentives and business strategy are likely to lessen market competition.
Antitrust and Competition
Tim Wu Responds to Letter by Former Agency Chief Economists
Former special assistant to the president for technology and competition policy Tim Wu responds to the November 27 letter signed by former chief economists at the Federal Trade Commission and Justice Department Antitrust Division calling for a separation of the legal and economic analysis in the draft Merger Guidelines.
Book Reviews
Can the Public Moderate Social Media?
ProMarket student editor Surya Gowda reviews the arguments made by Paul Gowder in his new book, The Networked Leviathan: For Democratic Platforms.
Income Inequality
Uninhibited Campaign Donations Risks Creating Oligarchy
In new research, Valentino Larcinese and Alberto Parmigiani find that the 1986 Reagan tax cuts led to greater campaign spending from wealthy individuals, who benefited the most from this policy. The authors argue that a very permissive system of political finance, combined with the erosion of tax progressivity, created the conditions for the mutual reinforcement of economic and political disparities. The result was an inequality spiral hardly compatible with democratic ideals.
ESG, Corporate Governance & Future of the Firm
Did the Meme Stock Revolution Actually Change Anything?
Many financial commentators thought that the surge of retail investors participating in the stock market, the most notable of whom boosted “meme stocks” like GameStop, would democratize corporate governance and improve prosocial firm behavior, including the promotion of environmental, social, and governance (ESG) goals. In new research, Dhruv Aggarwal, Albert H. Choi, and Yoon-Ho Alex Lee find evidence that the exact opposite took place.
