Our extensive network includes top experts from academia and industry.

Our extensive network includes top experts from academia and industry.

John C. Coates

John F. Cogan Jr. Professor of Law and Economics,
Research Director, Center on the Legal Profession,
Harvard Law School;
Former General Counsel and Acting Director,
Division of Corporation Finance,
Securities and Exchange Commission;
Senior Advisor, Cornerstone Research

John Coates is a nationally recognized expert in corporate transactions, corporate control and governance, mergers and acquisitions (M&A), financial institutions, and securities. He has served as General Counsel and Acting Director of the Division of Corporation Finance at the Securities and Exchange Commission (SEC), and also as a member of the SEC’s Investor Advisory Committee.

Professor Coates has testified at trial and deposition in numerous matters, including before the Delaware Chancery Court; state courts in California, Massachusetts, New Jersey, and New York; and in U.S. district courts. He has also testified before committees of both chambers of the U.S. Congress.

Prior to joining the Harvard faculty, Professor Coates was a partner at Wachtell, Lipton, Rosen & Katz, where he specialized in financial institutions and in M&A. He has provided consulting services to the Department of Justice, the Department of the Treasury, multiple financial regulatory agencies, and the New York Stock Exchange. Professor Coates has also consulted for participants in financial markets, including individuals, public companies, mutual funds, hedge funds, investment banks, commercial banks, and private equity funds. In addition, Professor Coates served as independent consultant for the SEC in the first and the largest of the “Fair Fund” distributions to investors.

His research has been published in the Harvard Business Law Review, the Yale Law Journal, the Stanford Law Review, the Journal of International BankingFinance and Law, and the Journal of Economic Perspectives, among others. The NYU School of Law Alumni Association has honored Professor Coates with an award for excellence in teaching.

In addition to his appointments at Harvard Law School, Professor Coates is a Visiting Professor of Finance at Harvard Business School.

Our extensive network includes top experts from academia and industry.

Steven Davidoff Solomon

Alexander F. and May T. Morrison Professor of Law,
Faculty Codirector, Berkeley Center for Law and Business,
UC Berkeley School of Law, University of California

Steven Davidoff Solomon is one of the nation’s best-known authorities on corporate law and governance. Professor Solomon specializes in mergers and acquisitions (M&A), disclosure processes and procedures, corporate governance (including issues of corporate separateness), and capital markets regulation. His interdisciplinary research focuses on topics involving law, finance, and accounting. Professor Solomon studies and has been frequently retained by the Securities and Exchange Commission (SEC) in litigation related to disclosure processes and procedures, and by the Department of Justice (DOJ) to advise on principles of corporate separateness.

Professor Solomon has often been called to testify before the U.S. Senate, in state and federal courts, and in domestic and international arbitration tribunals. He provides testimony at trial and in deposition in complex litigation involving antitrust and competition, M&A, and disclosure. His corporate governance includes matters related to nonprofits, real estate investment trusts (REITs), and special purpose acquisition companies (SPACs), as well as such issues as piercing the corporate veil, evaluating contracts, and analyzing damages. The National Association of Corporate Directors (NACD) has honored him multiple times as one of the 100 most influential governance professionals in the United States.

For almost a decade, Professor Solomon wrote a weekly column on corporate issues for the New York Times as the Deal Professor. He coauthored Mergers and Acquisitions: Law, Theory, and Practice, a leading casebook in the field, as well as several other volumes focused on M&A and corporate law. Professor Solomon publishes his research in top-tier academic journals in law, finance, and accounting.

At UC Berkeley School of Law, Professor Solomon teaches courses on law, economics and accounting, M&A, and business associations.

Prior to entering academia, Professor Solomon practiced as an attorney with Shearman & Sterling in New York and London, and with Freshfields Bruckhaus Deringer in London. He represented U.S. and European clients in securities law matters, acquisitions and sales of public and private companies, joint ventures, and private equity and venture capital investments.

Professor Solomon sits on the board of directors of a SPAC, where he chairs the audit, nominating, and compensation committees.

Our extensive network includes top experts from academia and industry.

Guhan Subramanian

Joseph H. Flom Professor of Law and Business,
Harvard Law School;
H. Douglas Weaver Professor of Business Law,
Harvard Business School,
Harvard University

Guhan Subramanian specializes in corporate governance, corporate veil, merger and acquisition transactions, and complex corporate finance issues. As an expert witness, he has substantial testifying experience in high-profile matters, both at trial and in arbitration.

An authority on strategic negotiation and dealmaking, Professor Subramanian focuses on topics related to deal process design, as well as buyouts, freeze-outs, and takeovers. His research covers a range of issues that pertain to boards of directors, shareholder behavior, and laws that govern business organization. Professor Subramanian has expertise analyzing deal provisions in M&A transactions, including material adverse effects (MAEs), material adverse changes (MACs), and ordinary course provisions.

Professor Subramanian is coauthor of Commentaries and Cases on the Law of Business Organization, a leading textbook in the field of corporate law. His work has been published in the Harvard Business Review, the Stanford Law Review, the Journal of Legal Studies, and the Journal of Law, Economics, & Organization, among others. Many of his articles have been selected among the top ten articles published in corporate and securities law in their respective years.

The first person in the history of Harvard University to hold tenured appointments at both Harvard Business School (HBS) and Harvard Law School (HLS), Professor Subramanian teaches graduate and executive education courses on negotiation, corporate law, and decision-making. His teaching includes Deals (a joint course between HLS and HBS) and executive education courses such as Strategic Negotiations, Changing the Game, and Making Corporate Boards More Effective. He is the faculty chair for the Harvard Program on Negotiation, the Mergers & Acquisitions executive education course at HBS, and the Harvard JD/MBA program.

Professor Subramanian is a director of a Fortune 500 company in the automotive sector, where he serves as lead independent director and chairman of the Governance/Nominating Committee. Prior to joining the faculty at Harvard University, Professor Subramanian worked as a consultant at McKinsey & Company.

Our extensive network includes top experts from academia and industry.

Lynnette Kelly

Former President and CEO,
Municipal Securities Rulemaking Board (MSRB)

A recognized expert on municipal finance and governance, Lynnette Kelly has more than thirty years of legal, regulatory, governance, and technology experience in the fixed income markets.

Ms. Kelly’s expertise covers a range of municipal finance topics, including infrastructure finance, broker-dealer regulation, disclosures and investor protections, pricing and issuance of municipal debt, market practices, and FinTech. She has testified before Congress about market regulation and policies, and submitted written testimony to congressional committees.

Ms. Kelly has served on multiple boards of directors. In these roles, she has developed substantial expertise with ESG issues, FinTech, and regulatory and external audits and investigations. She holds Directorship Certification from the National Association of Corporate Directors (NACD) and is an NACD Governance Fellow.

Ms. Kelly served as president and CEO of the Municipal Securities Rulemaking Board (MSRB) for over a decade. In that role, she developed strategic initiatives to respond to Dodd-Frank financial reform legislation, and to advance the MSRB’s mission as the principal regulator of the municipal securities market. In particular, Ms. Kelly launched the Electronic Municipal Market Access (EMMA) website, the official source of trade data and disclosure documents for the municipal securities market.

Prior to her tenure at the MSRB, Ms. Kelly served as senior vice president and associate general counsel at the Securities Industry and Financial Markets Association (SIFMA). At both the MSRB and SIFMA, she worked on issues involving banks, broker-dealers, investment advisors, and other participants in the municipal market. Earlier in her career, Ms. Kelly served as general counsel of the Municipal Assistance Corporation for the City of New York.

Ms. Kelly has written articles for business and academic publications, and also serves as contributing editor to the Municipal Finance Journal. She speaks frequently at industry, business, and academic conferences and has been a guest lecturer at Georgetown University and the University of Chicago. A variety of mainstream media outlets have cited her as an expert. Ms. Kelly has received several honors for her industry contributions, including the Municipal Forum of New York’s Public Service Award for leadership in the municipal market.

Ms. Kelly serves on the board of trustees of the Financial Accounting Foundation, which oversees the Financial Accounting Standards Board (FASB) and the Governmental Accounting Standards Board (GASB). She was also a member of the audit committee of Common Securitization Solutions, a FinTech joint venture of Fannie Mae and Freddie Mac. Ms. Kelly’s other board experience includes the Milken Institute Center for Financial Markets Excellence and Equity in Public Finance Advisory Council, and the University of Chicago Center for Municipal Finance. She has completed executive education programs at Harvard Business School; The Wharton School, University of Pennsylvania; and the Kennedy School of Government, Harvard University.

Corporate Governance Capabilities

In many cases, we have evaluated the activities of directors, officers, and their advisors to determine whether they acted prudently and in a manner consistent with their roles and fiduciary duties. Our analyses have addressed mergers and acquisitions, corporate decisions, marketing statements, oversight of internal audits and processes, elections, and independence of directors.

In the area of Employee Retirement Income Security Act (ERISA) litigation, we have analyzed the suitability of investment decisions, the adequacy of a board’s investigation of plan fees, and potential conflicts of interest. We also have addressed fiduciary duties in mutual fund fee negotiations and investment advising.

We have analyzed allegations of options backdating, excessive golden parachutes, claims related to deferred compensation, and other elements of executive compensation packages that are difficult to value. We have also addressed the incentive structure of executive pay, and whether a company’s board or its compensation committee has acted appropriately in establishing compensation packages for corporate officers.

Cornerstone Research has addressed the appropriateness and materiality of corporate disclosures in the context of financial restatements, mergers and acquisitions, and annual proxy statements.

Our consultants have worked with experts and counsel to determine whether a corporate parent and subsidiary have established themselves as genuinely separate entities. This work has covered the formalities of corporate structure and governance processes; the economic foundations of corporate veil law; and the operational, financial, and marketing relationships that exist between the parent and the subsidiary.

Featured Cases

Featured Publications

14 March 2022

Professor Laura Starks Awarded Prize for Outstanding Research in Sustainable Finance

Professor Starks received the 2021 Moskowitz Prize, which recognizes academic papers with exceptional relevance to ESG investment practitioners.

11 March 2022

René Stulz Honored in Special Edition of Journal of Applied Corporate Finance

Professor Stulz’s articles are republished in a special edition of the journal, which highlights his more than four decades of research on globaliz...

17 April 2020

A Broader Perspective on Corporate Governance in Litigation

Corporate governance issues often figure prominently in litigation but the issues raised typically have a narrow focus.

9 May 2018

Forbes Magazine Names Cornerstone Research to 2018 List of Best Management Consulting Firms

Firm receives high marks across numerous areas of expertise.

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