University of
Delaware Press Release
In a move praised by the
corporate law community, the University of Delaware 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, will become the first Edgar S. Woolard Jr.
Chair of Corporate Governance in the College of Business and Economics, UD
Provost Mel Schiavelli announced today.
Elson will begin Aug. 1.
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,
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,”
he said.
The endowment for the Woolard
Chair was created with a million dollars 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, Del., 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.
Woolard also served as a
director of Apple Computer Inc. and was instrumental in replacing the
company’s former chief executive, Gilbert F. Amelio, with current CEO Steve
Jobs. Woolard currently serves on the board of Citigroup Inc.
Elson is now a professor of
corporate law at Stetson College of Law in St. Petersburg, Fla. In addition to
respected academic credentials, he brings business experience to the job. For
example, as a member of the board of Sunbeam Corp. —brought on by the-then
CEO, Alfred J. Dunlap—Elson 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.
“Dr. Elson is very
well-grounded in the real world of governance," says UD trustee William T.
Allen, who was the chief judge—or chancellor—of Delaware’s Court of
Chancery from 1985 to 1997. Allen, who is now 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 the 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.
What’s more, in the New
Economy, Delaware has emerged as the corporate home for many of the dot-com
companies, Delaware Secretary of State Edward J. Freel said.
"We’re certainly seeing a
lot of new corporations and many of them are Internet companies,” Freel said.
Shareholders seem to like
Delaware, as well. A study done by a New York University School of Law professor
found that companies incorporated in Delaware are worth 5 percent more than
companies incorporated in other states.
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.
