Cornerstone Research provides independent economic and financial consulting in high-stakes matters involving corporate governance and related issues. Corporate officers, boards of directors, their advisors, and their legal counsel face increasingly complex questions regarding fiduciary conduct and the integrity of corporate decision-making.
We leverage a deep network of preeminent academic and industry experts—including leading finance, accounting, and law professors, as well as practitioners, including former regulators, corporate officers and directors, and auditors—to provide objective qualitative and quantitative analysis. We provide expert analysis and testimony in a variety of complex corporate governance disputes, including claims asserting M&A and other deal process disputes, claims asserting breaches of fiduciary duties, misleading or insufficient corporate disclosures, disputes regarding executive compensation, inadequate due diligence, and alter ego or corporate veil piercing claims.
Our extensive network includes top experts from academia and industry.
Eric L. Talley
Isidor and Seville Sulzbacher Professor of Law,
Columbia Law School,
Columbia University
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
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
Dorothy S. Lund
Columbia 1982 Alumna Professor of Law,
Codirector,
Ira M. Millstein Center for Global Markets and Corporate Ownership,
Columbia Law School
Joseph J. Basile
Founder and Managing Director,
Pari Passu M&A Mediation LLC;
Lecturer,
Boston University School of Law
Karen Wruck
Professor of Finance,
Dean’s Distinguished Professor,
Fisher College of Business,
The Ohio State University
Kevin J. Murphy
Kenneth L. Trefftzs Chair in Finance,
Professor of Finance and Business Economics,
USC Marshall School of Business;
Professor of Business and Law (by courtesy),
USC Gould School of Law,
University of Southern California
Emilie R. Feldman
Michael L. Tarnopol Professor and Professor of Management,
The Wharton School,
University of Pennsylvania
Douglas F. Prawitt
LeRay McAllister / Deloitte Foundation Distinguished Professor of Accountancy,
Director, School of Accountancy,
Marriott School of Business,
Brigham Young University
Brad Chandler
Pathways Director for Investment Banking and Teaching Faculty,
Wisconsin School of Business,
University of Wisconsin-Madison;
Former Managing Director,
Investment Banking Division,
Morgan Stanley
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
Capabilities
We evaluate whether the processes applied by corporate officers, boards of directors, and special committees (and their advisors) are consistent with customs and practices in transformative transactions or conflict-of-interest scenarios under various judicial standards of review, such as the business judgment rule or entire fairness. Our experts provide independent qualitative and quantitative economic analysis for transactions involving controlling shareholders, management buyouts, or other “interested” party matters requiring a neutralized or “sanitized” conflict. We analyze whether the processes of the officer, board, and committee (including special committee) are consistent with customs and practices. Our analyses have addressed issues related to M&A deal process and other corporate transactions, the independence of directors, and the roles and responsibilities of the board or its committees, including oversight of the company’s operations and processes.
Cornerstone Research corporate governance experts determine whether a company had in place disclosure policies and procedures that were consistent with customs and practices and whether the company applied those processes to the at-issue disclosures in a variety of contexts, including required and voluntary disclosures, such as annual and quarterly reports; proxy statements; earnings calls and press releases; company websites; and interviews. Our experts and teams often undertake empirical benchmarking analyses to compare certain disclosures relative to similarly situated companies.
Our experts analyze complex compensation structures to determine their alignment with corporate performance and shareholder interests. We have analyzed allegations of excessive or misaligned director or officer compensation, excessive post-M&A compensation, excessive golden parachutes, impediments to share and option vesting or exercise, claims related to deferred compensation, and claims related to the allegedly unfair dismissal of executives and officers.
We have extensive experience valuing compensation packages, analyzing executive compensation against relevant benchmarks, and addressing the incentive structure of executive pay, and whether a company’s board or its compensation committee has established appropriate compensation packages for corporate officers. We are frequently retained to analyze but-for compensation and economic damages related to claims of lost income or excessive compensation.
In insider trading matters and securities class actions, we also have extensive experience analyzing executive and director trading, including the use of Rule 10b5-1 plans.
Cornerstone Research academic and industry experts evaluate due diligence in connection with securities offerings and negotiated transactions to determine whether the diligence undertaken was consistent with authoritative guidance and/or customs and practices. Recognizing that due diligence is highly fact-dependent, we analyze factors that may limit the scope of diligence to determine whether the diligence was appropriate when considered in light of the totality of circumstances and free from outcome or hindsight biases.
We provide economic analysis in the context of restructuring or insolvency, including the analysis required to define boundaries of liability and asset value. We also examine intercompany transfers, commingling of funds, and the adequacy of capitalization to determine the independence of corporate entities in “alter ego” or corporate veil piercing claims.
Cornerstone Research has developed substantial capabilities in the use of artificial intelligence (AI), which we can apply to our work in corporate governance matters. In collaboration with our Data Science Center, we leverage AI to manage and analyze a substantial number of public and case-specific documents. The firm’s Applied Research Center also provides deep technical capabilities to rigorously analyze relevant issues. We leverage agentic AI to enhance qualitative and quantitative analyses, analyze vast collections of documents, boost quality assurance in document review, and facilitate research to ensure robust implementation of innovative research approaches and more efficient project delivery.
Featured Cases
Selected Professionals
Our professionals contribute expertise in economics, finance, accounting, and marketing, as well as business acumen, familiarity with the litigation process, and a commitment to provide outstanding support.
- Laarni T. Bulan
Laarni T. Bulan
Vice President
- Mark A. Allen
Mark A. Allen
Principal
- Jennifer L. Juergens
Jennifer L. Juergens
Principal
- Kyla Wethli
Kyla Wethli
Principal
Featured Insights
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For more information or assistance with a specific matter, please contact us.