Shareholder Rights Project
The Shareholder Rights Project (SRP) was established by the Harvard Law School Program on Institutional Investors to contribute to education, discourse, and research related to efforts by institutional investors to improve corporate governance arrangements at publicly traded firms. During three academic years (2011-2012 through 2013-2014), the SRP operated a clinic that assisted institutional investors (several public pension funds and a foundation) in moving S&P 500 and Fortune 500 companies towards annual elections. This work contributed to board declassification at about 100 S&P 500 and Fortune 500 companies. This website provides information about the work done by the SRP clinic during its three years of operation. Any communications with respect to the SRP clinic should be attributed solely to the SRP and not to Harvard Law School or Harvard University.

Richard C. Breeden

Breeden Capital Management LLC

Mr. Breeden is the founder of Breeden Capital Management LLC., which has locations in Greenwich, CT. and London.  Since 2006 the firm has managed equity investment funds in the U.S. and Europe utilizing an “active engagement” strategy.  The firm has invested in over 60 companies it believed to be undervalued, often due to weak comparative performance, and has sought to help portfolio companies put in place new policies to improve earnings and unlock greater value for shareholders. 

Mr. Breeden graduated from Stanford University in 1972, and from the Harvard Law School in 1975.  After practicing law in New York City in corporate transactions and M&A, he served in a series of government positions during the Administrations of Presidents Reagan, Bush (41) and Clinton.  In 1989 as a senior White House economic aide he was the principal architect of the Bush Administration’s program to create the Resolution Trust Corporation and overhaul regulation of the savings and loan industry.  This highly successful program put the U.S. depository system on a sound footing for many years.

From 1989-1993, Mr. Breeden served as Chairman of the U.S. Securities and Exchange Commission following nomination by President Bush and unanimous confirmation by the U.S. Senate.  At the SEC, Chairman Breeden was a strong supporter of enhanced investor rights in corporate governance, as well as improving the quality of transparency in financial reporting and strengthening efforts to combat audit and accounting fraud.  Under his leadership the Commission created Rule 144A to improve efficiency in the private placement market, simplified offering and disclosure rules for smaller issuers and took other steps to enhance capital formation.  During his tenure the SEC applied strong capital rules, put in place faster clearance and settlement processes and made other improvements to market stability.  Chairman Breeden also strengthened the SEC’s enforcement programs, increasing both the number and the significance of its enforcement actions against insider trading, financial fraud, market manipulation and other violations of law. 

After leaving the SEC Mr. Breeden headed up the global financial services practices of Coopers & Lybrand before launching his own firm to handle corporate restructurings in 1996.    In 2002 he was appointed corporate monitor of WorldCom/MCI following its massive accounting fraud.  From 2005-2009 he served as corporate monitor of the accounting firm KPMG on behalf of the U.S. Department of Justice following its admission of complicity in tax shelter frauds against the United States.  Over the past 20 years he has served on more than a dozen corporate boards, including Grupo BBVA in Spain and the advisory board of Daimler-Benz A.G.  From 2007-2011  he was nonexecutive Chairman of the Board of H&R Block, Inc., after winning a proxy contest at that company.  He is currently a director of Steris Corporation.