Institutional Investors and Their Role in Corporate Governance: Reflections by a "Recovering" Corporate Governance Lawyer (Institutional Investors in Corporate Governance: Heroes Or Villains‪)‬

The Symposium's title question "Institutional Investors in Corporate Governance: Heroes or Villains?" is intentionally so broad that it leaves wide open the limits of discussion. In this Article, I will focus my remarks on my perceptions, based on my experiences over twenty-seven and one-half years of practice, about the intersection between institutional investors and corporate governance in the corporate, non-litigation setting. To put my comments in perspective, I'll begin with some comments on the role of the corporate governance practitioner. I'll then discuss my views concerning "corporate governance," including the differences between what I term "procedural corporate governance" and "substantive corporate governance," and point out the fundamental difference in the corporate governance model here in Ohio, which is a "constituency state," from that of Delaware, which is not. I'll provide my thoughts on what good corporate governance is in practice, which necessarily includes some of my biases toward corporate control issues in general. With that background in place, I will then discuss how I believe institutional investors have influenced corporate governance, mostly for the good but sometimes for the bad, by examining: