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Feb. 12 — As the Securities and Exchange Commission explores efforts to improve diversity on corporate boards, the agency may soon be able to capitalize on the expertise of the corporate governance scholar nominated to an empty seat on the commission.
Lisa Fairfax, a professor at George Washington University Law School, has supported increased diversity on corporate boards in her academic work, and that advocacy is likely to continue if she is confirmed to the commission.
Fairfax was nominated to one of the agency's two openings in October, but the Senate Banking Committee hasn't moved on the nomination and won't until at least March.
Current SEC rules require companies to disclose whether and how diversity is a factor in considering board nominees, but many diversity advocates say they don't go far enough.
In March 2015, a group of public pension funds petitioned the SEC to require additional disclosures about board nominees so that investors may “evaluate the nominees’ gender, racial, and ethnic diversity” .
And on the heels of a Jan. 4 Government Accountability Office report saying women make up only 16 percent of board members for Standard & Poor's 1500 companies, Rep. Carolyn Maloney (D-N.Y.) is planning to introduce legislation that would require companies to disclose strategies for recruiting more women onto boards and into senior management jobs .
“The SEC needs to take the issue of board diversity very seriously, and Chair White has expressed a real interest in the issue and suggested that actions were coming soon,” Maloney told Bloomberg BNA Feb. 11. “If Lisa Fairfax’s academic work is any guide, she would also be likely to support action on this front.”
Fairfax's contributions on the issue, spanning more than a decade, are theoretical and empirical, and use thorough historical context as a framing device.
“I think she is viewed as one of the very thoughtful scholars in this area who has given some good thought to how [diversity] might be increased,” Lissa Lamkin Broome, a professor at the University of North Carolina Law School, told Bloomberg BNA Feb. 11. “I think she’s got a personal commitment to increasing diversity.”
Fairfax has analyzed the barriers women—especially women of color—face in ascending corporate ranks and joining boards.
In a 2011 paper, she presented board diversity as a moral issue and asserted that advocates shouldn't rely solely on economic and financial rationales to justify diverse boards.
“Diversity advocates must create a strategy that effectively incorporates and validates moral and social justifications,” she wrote in a North Carolina Law Review article.
Before her academic career, Fairfax worked at Ropes & Gray LLP in Boston and Washington. She has undergraduate and law degrees from Harvard and in law school was a member of the Women's Law Journal and the Black Law Students Association.
SEC Chairman Mary Jo White has recently brought some attention to the issue, saying the agency is considering how to improve its disclosure rules so they elicit better information on both the makeup of companies' boards and how they account for diversity when selecting directors.
Board diversity “is enormously important” and “adds value,” White said in January at a conference in California. “It makes your board function better.”
Additional guidance or rulemaking could come as a result, she said.
Any new measures would benefit from Fairfax's insight, scholars familiar with her work told Bloomberg BNA.
“She’s a very thoughtful person,” Kimberly D. Krawiec, a professor at Duke University Law School, told Bloomberg BNA Feb. 11. “I would expect her to work hard on this issue and also bring all of her experience and prior research to bear.”
Broome and Krawiec both participated in a board diversity symposium with Fairfax in 2011.
“Lisa is really well-positioned,” Krawiec said. “It’s something she cares about. It’s something that she knows about. She’ll hit the ground running.”
Fairfax didn't respond to an interview request for this story, and a spokeswoman for White referred to her comments at the California conference.
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