Broadcom Settles Backdating Case For $118 Million; Lawyers' Fees Exceed Amount

Susan Beck writes an insightful piece on the Broadcome settlement and how the attorneys for both sides are likely to end up the only winners in this derivative suit alleging backdating which settled for $118M:

We're still scratching our heads over this one. Last week, Broadcom announced in an 8K filing https://webmail.missionpharmacal.net/owa/redir.aspx?C=c80dfef620334df18482a43003766fc6&URL=http%3a%2f%2feditorial.incisivemedia.com%2fc%2f12eTn3MHrjolUOU5Y4 that it had settled a stock option backdating derivative suit for $118 million. If approved by Los Angeles federal district court judge Manuel Real, it would be the second-largest backdating settlement for a derivative suit (behind UnitedHealthcare), and one of the biggest derivative settlements ever, according to Kevin LaCroix of The D & O Diaryhttps://webmail.missionpharmacal.net/owa/redir.aspx?C=c80dfef620334df18482a43003766fc6&URL=http%3a%2f%2feditorial.incisivemedia.com%2fc%2f12eTnt12n7cJbZEoKR.Depending on how you look at it, it could appear that all the money will be used to pay lawyers, on the plaintiffs and defense side. You see, Broadcom is liable for a whopping $130 million in attorneys' fees racked up by the 19 officers and directors caught up in backdating charges, including two who face criminal counts. The $118 million that Broadcom will receive--which is coming from its D&O insurers under a settlement--will be eaten up by the $11.5 million fee for the plaintiffs' lawyers and this $130 million-plus defense tab. Broadcom is obligated to pay these defense fees under the indemnification agreements it signed with these officers and directors.You can find the derivative settlement herehttps://webmail.missionpharmacal.net/owa/redir.aspx?C=c80dfef620334df18482a43003766fc6&URL=http%3a%2f%2feditorial.incisivemedia.com%2fc%2f12eTnSfniV16taoHxE. A copy of Broadcom's settlement with its insurers (which mentions the $130 million legal tab) can be found herehttps://webmail.missionpharmacal.net/owa/redir.aspx?C=c80dfef620334df18482a43003766fc6&URL=http%3a%2f%2feditorial.incisivemedia.com%2fc%2f12eTohtIeIPtKl90kr.David Siegel of Irell & Manella, who represents Broadcom, offers a different take on this settlement. "The $118 million represents a payment to Broadcom for its benefit, and the attorneys' fees incurred and yet to be incurred are just one part of the alleged damages the plaintiffs were seeking in this case." He adds that the insurers had disputed their obligation to cover these fees, so it wasn't certain that, absent this settlement, Broadcom could have recovered from its insurers anything close to the full amount it has paid to these defendants' lawyers. "[The insurers] disputed whether they owed anything," he said. Before the settlement, the insurers had paid just $43.3 million of the more than $130 million sought by Broadcom. (This $43.3 million is included in the $118 million settlement amount.)The plaintiffs lawyers who brought the derivative suit--led by Lieff, Cabraser, Heimann & Bernstein--have dropped or released claims against 16 individuals as part of their settlement. The settling defendants deny any wrongdoing. The plaintiffs still have claims against three defendants, including Broadcom cofounders Henry Nicholas III and William Ruehle, who both face criminal charges.Broadcom used David Steuber of Howrey to negotiate with its insurers. Broadcom's special litigation committee was represented by Kaye Scholer.We briefly reached Richard Heimann at Lieff Cabraser as he was about to board a flight, but his cell phone connection ended before we could discuss the settlement in any detail. We left messages for other lawyers at his firm but have not heard back.--Susan Beck

Bank of America Settles SEC Charge for $33 Million

I have a few bank accounts with Bank of America (BofA), so it's disturbing to see wasteful regulatory penalites paid to the government by BofA while I worry that my money is less than safe and secure in a bank that lost it's shirt last year in the mortgage loan crisis. Here's the rest of the story by my favorite emailed newsletter, Am Law Litigation daily:

Bank of America Pays $33 Million to Settle SEC Charges That It Failed to Disclose Merrill Bonuses to Investors

On Monday, August 3, 2009, Bank of America agreed to pay $33 million to settle SEC allegations that it lied to investors by failing to disclose the $5.8 billion it had agreed to pay to Merrill Lynch & Co. executives before it bought Merrill in September 2008. The settlement came within moments of the SEC's filing of its complaint against BofA http://editorial.incisivemedia.com/c/11XpVJEt09sT5m4pLI in Manhattan federal district court. The SEC's press release on the settlement is here http://editorial.incisivemedia.com/c/11XpW8SNVXhgmwOIyv.
SEC enforcement division director Robert Khuzami called the settlement "significant." So let's take a look at how "significant" $33 million is to Bank of America, which lost $26.8 billion in 2008. For instance, what percentage of the $5.8 billion that BofA secretly agreed to pay to Merrill execs does $33 million represent? Here's the "significant" answer: .57 percent. Or perhaps you'd like to know what percentage of Bank of America's 2008 bonus pool $33 million was. According to the July 30 report on executive bonuses http://editorial.incisivemedia.com/c/11XpWy78RL5DDHz1li issued by New York State attorney general Andrew Cuomo, BofA paid out $3.3 billion in bonuses last year. The bank, in other words, coughed up exactly 1 percent of its bonus pool to the SEC. Ouch--that must really hurt the 172 Bank of America employees who received bonuses of more than $1 million last year, not to mention the 696 Merrill Lynch execs who got more than $1 million.
As part of the settlement, Bank of America did not admit guilt but consented to a judgment enjoining it from violating proxy solicitation rules. The bank was represented in SEC negotiations by Lewis Liman of Cleary Gottlieb Steen & Hamilton, whose office referred our call for comment to Bank of America.
In its complaint, the SEC alleged that Bank of America had already authorized Merrill Lynch to pay up to $5.8 billion in discretionary bonuses for 2008 when it announced its acquisition of Merrill Lynch in 2008, even though proxy materials soliciting shareholder votes on the merger stated that Merrill Lynch had agreed not to pay year-end bonuses or other discretionary compensation to executives without Bank of America's consent. The complaint asserted that the proxy statements were materially false and misleading.

Wachtell, Lipton, Rosen & Katz represented Bank of America in preparing the proxy statement, while Cravath, Swain & Moore served as Merrill Lynch's counsel for the deal. The firms did not return calls seeking comment.

In a statement announcing the complaint and settlement, the SEC's Khuzami said, "Failing to disclose that a struggling company will pay out billions of dollars in performance bonuses obviously violates that duty and warrants significant financial penalty."
The bank released a statement describing the settlement as "an important step forward for Bank of America [that] allows us to focus our energies on enhancing stockholder value." Additionally, the statement says, "Bank of America believes that the settlement...represents a constructive conclusion of this issue."

But not everyone is willing to let go so quickly of the bonus issue that fueled populist rage this spring. Andrew Cuomo put out his own statement http://editorial.incisivemedia.com/c/11XpWXltNyU0USjk85, saying he was "pleased" that the SEC had taken action, but warning that "we want to be clear that our investigation...will continue." (You remember: That's the investigation in which Cuomo forced BofA to cough up the names of Merrill Lynch's bonus recipients http://editorial.incisivemedia.com/c/11XpXmzOJmIoc33CUS, despite BofA's strenuous objections.) We're also guessing that the plaintiffs lawyers who fought to be named lead counsel http://editorial.incisivemedia.com/c/11XpXLO9FawLtdNVHF in the shareholder class action against Bank of America aren't going to go away anytime soon. We called Frederic Fox of Kaplan, Kilsheimer & Fox and Max Berger of Bernstein Litowitz Berger & Grossmann to ask, but we didn't hear back. Peter Hein of Wachtell, who's defending BofA in the class action, told us he "wasn't in a position to comment at this point" on the SEC settlement.

--Drew Combs and Alison Frankel (both rock!)

Mavericks owner Mark Cuban is to sports team ownership what Paris Hilton is to the entertainment industry. Oddly, we all know their names, but no one knows why! Cuban continues his ego driven rants while in legal trouble for insider trading. The wonderful Am Law Litigation Daily reports below.

The Am Law Litigation Daily
Edited by Susan Beck and Ben Hallman
July 20, 2009
SECURITIES / WHITE-COLLAR

Dewey Dunks SEC in Mark Cuban Insider Trading Case

We're not sure how Dallas Mavericks owner Mark Cuban achieved celebrity status (quick, name another NBA owner), but we do find ourselves curiously drawn to his antics, especially his public fight with the SEC. (We particularly enjoyed the e-mail exchange http://editorial.incisivemedia.com/c/11MZPRPIBmUT2ODKxO between Cuban and an SEC lawyer, reported by The Wall Street Journal's Law Blog.) As you may recall, in November the agency charged Cuban with insider trading of the stock for Mamma.com. On Friday, Dallas federal district court judge Sidney Fitzwater awarded the feisty owner and his lawyers at Dewey & LeBoeuf a big "W." In tossing the suit, Judge Fitzwater agreed with the defense argument that Cuban violated no law when he traded 600,000 shares of his stock. "Trading on the basis of material, nonpublic information cannot be deceptive unless the trader is under a legal duty to refrain from trading on or otherwise using it for personal benefit," Judge Fitzwater wrote. Read the decision here http://editorial.incisivemedia.com/c/11MZV9Q6IOtLE4lGM5.
According to the SEC’s complaint, in 2004 Cuban bought a 6.3 percent stake in Mamma.com, a Canadian company that operated an Internet search engine. In the spring of 2004, Mamma.com decided to raise capital through an offering that would dilute the value of its stock, and it invited Cuban, then its largest known shareholder, to participate in the offering. The CEO of Mamma.com, Guy Faure, claims Cuban promised to keep this information confidential. Soon after learning this news, Cuban sold all of his Mamma.com shares, thus avoiding losses in excess of $750,000. After the sale, Cuban filed the required SEC disclosure statement.
The SEC accused Cuban of insider trading, based on his promise to keep the information confidential. But Cuban's lawyers argued that a confidentiality agreement alone is insufficient to establish misappropriation theory liability. Instead, the government must show that the agreement arises in the context of a preexisting fiduciary relationship, or creates a relationship that bears all the hallmarks of a fiduciary relationship. "There is no general prohibition on the trading of securities based on material, nonpublic information," they wrote in their motion to dismiss http://editorial.incisivemedia.com/c/11MZVz4rECi8Vf5ZyS. "Although the SEC has often argued that any recipient of material, nonpublic information has potential insider trading liability, the U.S. Supreme Court has repeatedly rejected the SEC's view. Instead, the Court has insisted that insider trading liability requires a showing of fraud."
Judge Fitzwater agreed. But the ruling wasn't a total loss for the SEC: The agency can amend its complaint and file again.
Cuban's defense team includes Dewey & LeBoeuf lawyers Lyle Roberts (who writes the 10b-5 Daily blog), Ralph Ferrara, Stephen Best, Henry Asbill, and Christopher Clark. "In the end, the court held that any attempt by the SEC, by rule or enforcement action, to impose insider trading liability on someone who does not agree to both preserve confidences and not use the confidential information for his own benefit must fail," the firm said in a statement.
--Ben Hallman

Cyber Security Settlement: $9.75 million Settlement for Alleged Data Breach

Speechly Bircham LLP reports on The Association of Corporate Counsel's webpage that TJX, the parent company of TK Maxx, has paid settlement monies of $9.75m to 41 US states following a data breach disclosed in January 2007 which reportedly exposed at least 45.7 million credit and debit cardholders to possible fraud in the computer systems. The breach began in July 2005.
TJX stress, however, that they did not breach any consumer or data security laws and that this pay-out is not an admission of liability. Instead, TJX have stated that "the decision to enter into this settlement reflects TJX's desire to concentrate on its core business without distraction and to promote cyber security measures that will benefit all consumers".
The settlement monies will create a data security fund for states and cover expenses incurred in relation to the states' investigations. TJX agreed to increase their security measures to prevent anything like this happening again...

Not that anything happened... LOL

Lessons Learned from Michael Jackson

After the saddness over Michael Jackson's passing fades a bit, and Bernie Madoff was sentenced for the biggest ever ponzi scheme, I can more clearly see a lesson for corporate America in the life and demise of Michael Jackson. Like Elvis Presley and other famous people, Mr. Jackson appears to have surrounded himself with "yes men" and "yes women," including health care providers, who didn't use their influence to break him from his prescription drug addictions, if any. Although we'll all know more when the toxicology studies come back from the lab in a few weeks, it appeared that Mr. Jackson was barely over 100 pounds at 5' 10" tall. His children's nanny has made public statements that she had to assist in pumping Mr. Jackson's stomach on many occasions because he had taken too many narcotics and was ill. He appears to have sedated himself into permanent unconsiousness with prescription medications obtained from his own doctor, who reportedly received $150,000 a month. Being an unethical doctor isn't a crime in and of itself. He has a duty, however, to take note of addictive behavior and change medications or therapies if it is in the best interest of the patient. Again, awaiting the lab results, it should be noted that the only thing that keeps a doctor from being a drug dealer is a medical license and a fiduciary duty to "do no harm." As an attorney who used to successfully defend doctors in front of their hospital peer review committees and their state licensing boards, I am very confident telling you that doctors are slow to pull someone's medical license. Self-policing doesn't work in the US. Period. Unless a doctor has a long history of severely injuring patients, he or she will get a "second chance." Sometimes a third chance. It's a shame Mr. Jackson didn't get a "second opinion" about his daily use of painkillers. Anna Nicole Smith appeared to have prescribed drugs in her possession that killed her due to addictive abuse. To claim this was "news" is sort of ridiculous when Ms. Smith appeared on many talk and award shows higher than a kite. Did anyone ever hear what happened to the doctors who kept her in supply? I didn't read a word about it in the media after the dust cleared.

Mr. Jackson is not that different from some powerful corporate CEOs or Presidents in the fact that he could fire people who tried to redirect him and was driven by a strong sense of self confidence. He also experienced some fantastic results with the choices he made. The irony is that this strong drive and lack of the ability to listen to other people's ideas and warnings can be dangerous, or in Mr. Jackson's case, deadly. In a company, confronting the CEO with what an executive believes is illegal or unethical could result in an ugly confrontation that takes weeks to recover from or result in a termination. When this behavior by a leader is evident, it "chills" communication and the leader starts to work in a vacuum, lacking support and direction from those who surround him or her.

Whether you are discussing the bad decisions by Kenneth Lay at Enron or Mr. Jackson's possible decision to surround himself with a physician who would prescribe drugs that he has a history of not being able to use in moderation, the result is the same. Everyone around them sees a disaster coming, but no one wants to walk into the line of fire and do what might be considered "right" because the risk is too high. The result is also disturbing. Whether its the demise of 14,000 people's jobs and 401ks at Enron despite many people in the company knowing about the fraud before it was discovered by the SEC or the death of a cultural icon when friends and family fail to intervene, it shouldn't have to happen. It wouldn't have happened if people who knew said something.

We should also take a lesson from the loss of Michael Jackson and say what we need to say, now, before it's too late.

Tears, Sex and Opportunism

If South Carolina Governor Mark Sanford wants to sleep with a woman in Argentina, it is none of our business as US citizens. However, if Mark Sanford lies, and drag his staff into it, he forces the issue. From what I've read, Governor Sanford's staffers first said Governor Sanford is "off being alone, which is just sort of how he is..." Then they say, "oops, no, actually he decided to do something exotic, so he flew to Argentina. Yeah, that's the ticket, but he went there because he loves their political history!" Wow. At least the staffers are creative. Then, to make this really memorable, the Governor gives a tearful speech about how he is cheating on his wife in Argentina. And, wait for it... has been doing this for years! The new ethical twist I'd like to add to the already obvious lies that were told is the comments made by readers following the online news stories . Many of them lunge onto the opportunity to attack the Republican Party, as if Governor Sanford is the only member. Have we already forgotten John Edwards and Bill Clinton's affair with a cigar?! Intellectual honesty must be as tough to come by as a politician who has the decency to divorce his wife before sleeping with another woman. It's not about political parties, its about lack of accountability, lack of commitment and lack of ethics. It makes America look weak. Dana Milbank says it best in his article below.

Sanford's Tearful Stream of Consciousness
By Dana Millbanks

South Carolina Gov. Mark Sanford cried in Argentina -- and back at home during a news conference. (Davis Turner - Getty Images) Yesterday, Sanford finally returned from his mysterious absence hiking the Appalachian Trail -- no, wait, visiting his girlfriend in Argentina! -- to the well-charted location of the statehouse. But as he stood in front of the cameras for 20 minutes, it became obvious that even Mark Sanford doesn't know where in the world Mark Sanford is.
"Oddly enough, I spent the last five days of my life crying in Argentina so I could repeat it when I got here," the tearful Republican governor said with the pathos of Eva Perón.
As he rambled his way through his confession of adultery, he stumbled upon incoherence: "The biggest self of self is indeed self." He meandered into the trivial: "We called it Jurassic Park because of the kids' dinosaur sheets." And, just off the plane from his last tango in Buenos Aires, he confessed the dark details: "I have seen her three times since then, during that whole sparking thing, and it was discovered."
By the standards of the PR textbook, it was a disaster: Sanford had no focus as he stuttered his way through apologies before finally saying what he was apologizing for. One moment he was talking about getting the "soccer coach or football coach to act as chaperone" for hiking trips during high school; the next moment he was philosophizing about God's law: "It's not a moral, rigid list of do's and don'ts just for the heck of do's and don'ts."
But what became clear is that he was working these issues out in front of the microphones before he had worked them out in his head. A reporter asked if he was separating from his wife. He didn't have an answer. "I -- I don't know how you want to define that," he said. "I mean, I'm here, and she's there."
In that sense, however rotten Sanford's behavior was, there was something compelling in the raw and messy nature of his confession. Politicians' acknowledgments of infidelity have become set pieces of late, the most recent coming just a week ago when Republican Sen. John Ensign of Nevada made a terse statement that he takes "full responsibility for my actions" -- then refused to take questions. Others, such as former Democratic New York governor Eliot Spitzer and Republican Sen. David Vitter of Louisiana, hauled in their wives to share the shame. Still others, such as Bill Clinton and former GOP senator Larry Craig, substituted accusations for confessions.

But this was something entirely different. At a time when every last bit of political life is scripted, here was a powerful man wiping tears from his cheeks and talking about the intimate details of his shameful behavior. His wife wasn't at his side -- she'd kicked him out and told him not to call. "The bottom line is this: I -- I've been unfaithful to my wife," the governor said. "I developed a relationship which started out as a dear, dear friend from Argentina. It began very innocently, as I suspect many of these things do, in just a casual e-mail. . . . But here recently over this last year it developed into something much more than that."

The disgraced politician unwisely admitted that "from a heart level, there was something real" with his mistress, and that when their affair was discovered five months ago, "we went into serious overdrive in trying to say: Where do you go from here?"

When the cameras started rolling, Sanford looked down at his notes. "Umm," he said. He scratched his head. "I won't begin in any particular spot," he said, accurately as it turns out. He began with his high school hiking trips, when he'd "get folks to give me 60 bucks each, or whatever it was, to take the trip."

The nationally televised stream of consciousness went from travel adventures to state budget politics, until Sanford finally said this was "not the whole story," and offered to "lay it out." But before laying it out, he first went on an extensive round of apologies. He apologized to his wife. He apologized to his sons. He apologized to his staff for making them believe, and tell the world, the fiction that he was hiking the Appalachian Trail.

"I want to apologize to anybody who lives in South Carolina," he continued, and "I want to apologize to good friends." He particularly wanted to apologize to a friend named Tom Davis, whose name Sanford invoked five times. The governor moved on to a moral discussion of God's law, before stopping to "throw one more apology out there" -- to his fellow religious faithful who are disappointed in him. "So one more apology in there," he offered. Check.

After much wandering, the itinerant Sanford arrived at his destination: He was an adulterer. He detailed the "innocent" beginnings ("we swapped e-mails, whatever") up to the time it "sparked into something more than that," and even the "surreal" conversation with his father-in-law.
"When you live in the zone of politics, you can't ever let your guard down," he explained, because "it could be a front-page story." But with his Argentine lover, "there was this zone of protectiveness," because "she lives thousands of miles away and I was up here."

Within hours, the little that Sanford had left to the imagination had been filled in by e-mails from the relationship that were obtained by the State newspaper in Columbia, S.C.: "You have the ability to give magnificent gentle kisses. . . . I love the curve of your hips, the erotic beauty of you holding yourself."

Sounds like a good time on the Appalachian Trail.

Ethics are Part of Future Business Leaders' Goals

It takes some very smart young people to appreciate the need for ethics in business at an early age. Some established leaders in corporate America are realizing the financial stability caused by a firm commitment to ethics in law and business. The following interesting story is from the New York Times. Enjoy.


When a new crop of future business leaders graduates from the Harvard Business School next week, many of them will be taking a new oath that says, in effect, greed is not good.

Nearly 20 percent of the graduating class have signed “The M.B.A. Oath,” a voluntary student-led pledge that the goal of a business manager is to “serve the greater good.” It promises that Harvard M.B.A.’s will act responsibly, ethically and refrain from advancing their “own narrow ambitions” at the expense of others.
What happened to making money?
That, of course, is still at the heart of the Harvard curriculum. But at Harvard and other top business schools, there has been an explosion of interest in ethics courses and in student activities — clubs, lectures, conferences — about personal and corporate responsibility and on how to view business as more than a money-making enterprise, but part of a large social community.
“We want to stand up and recite something out loud with our class,” said Teal Carlock, who is graduating from Harvard and has accepted a job at Genentech. “Fingers are now pointed at M.B.A.’s and we, as a class, have a real opportunity to come together and set a standard as business leaders.”
At Columbia Business School, all students must pledge to an honor code: “As a lifelong member of the Columbia Business School community, I adhere to the principles of truth, integrity, and respect. I will not lie, cheat, steal, or tolerate those who do.” The code has been in place for about three years and came about after discussions between students and faculty.
In the post-Enron and post-Madoff era, the issue of ethics and corporate social responsibility has taken on greater urgency among students about to graduate. While this might easily be dismissed as a passing fancy — or simply a defensive reaction to the current business environment — business school professors say that is not the case. Rather, they say, they are seeing a generational shift away from viewing an M.B.A. as simply an on-ramp to the road to riches.
Those graduating today, they say, are far more concerned about how corporations affect the community, the lives of its workers and the environment. And business schools are responding with more courses, new centers specializing in business ethics and, in the case of Harvard, student-lead efforts to bring about a professional code of conduct for M.B.A.’s, not unlike oaths that are taken by lawyers and doctors.
“I don’t see this as something that will fade away,” said Diana C. Robertson, a professor of business ethics at the Wharton School of the University of Pennsylvania. “It’s coming from the students. I don’t know that we’ve seen such a surge in this activism since the 1960s. This activism is different, but, like that time, it is student-driven.”
A decade ago, Wharton had one or two professors who taught a required ethics class. Today there are seven teaching an array of ethics classes that Ms. Robertson said were among the most popular at the school. Since 1997, it has had the Zicklin Center for Business Ethics Research. In addition, over the last five years, students have formed clubs around the issues of ethics that sponsor conferences, work on microfinance projects in Philadelphia or engage in social impact consulting.
“It’s been a dramatic change,” Ms. Robertson added. “This generation was raised learning about the environment and raised with the idea of a social conscience. That does not apply to every student. But this year’s financial crisis and the downturn have brought about a greater emphasis on social ethics and responsibility.”
At Harvard, about 160 from a graduating class of about 800 have signed “The M.B.A. Oath,” which its student advocates contend is the first step in trying to develop a professional code not unlike the Hippocratic Oath for physicians or the pledge taken by lawyers to uphold the law and Constitution.
Part of this has emerged by the beating that Wall Street and financiers have taken in the current economic crisis, which can set the stage for reform, Harvard students say.
“There is the feeling that we want our lives to mean something more and to run organizations for the greater good,” said Max Anderson, one of the pledge’s organizers who is about to leave Harvard and take a job at Bridgewater Associates, a money management firm.
“No one wants to have their future criticized as a place filled with unethical behaviors,” he added. “We want to learn from those mistakes, do things differently and accept our duty to lead responsibly. Realistically, we have tremendous potential to affect society for better or worse. Let’s humbly step up. We are looking out for our own interest, but also for the interest of our employees and the broader public.”
Bruce Kogut, director of the Sanford C. Bernstein & Company Center for Leadership and Ethics at Columbia, said that this emphasis did not mean that students were necessarily going to shun jobs that paid well. Rather, they will think about how they earn their income, not just how much.
At Columbia, an ethics course is required, but students have also formed a popular “Leadership and Ethics Board,” that sponsors lectures with topics like “The Marie Antoinettes of Corporate America.”
“The courses make people aware that the financial crisis is not a technical blip,” Mr. Kogut said. “We’re seeing a generational change that understands that poverty is not just about Africa and India. They see inequities and the role of business to address them.”
Dalia Rahman, who is about to leave Harvard for a job with Goldman Sachs in London, said she signed the pledge because “it takes what we learned in class and makes it more concrete. When you have to make a public vow, it’s a way to commit to uphold principles.”