Professor Joseph Grundfest comments on a report from filed by an SEC commissioner for The Wall Street Journal. 

A top official at the Securities and Exchange Commission has taken the unusual step of saying Harvard University could be vulnerable to legal action from the agency or investors over a corporate governance project.

In an academic paper, Daniel Gallagher, one of five SEC commissioners, criticized the Shareholder Rights Project at Harvard, which helps large investors like pension funds file shareholder ballot measures meant to help investors get more influence over corporate boards.

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Mr. Gallagher and Mr. Grundfest, a former SEC commissioner who is now a professor at Stanford Law School, say the project’s proposals ignore five studies that don’t support its conclusions on the benefits of annual elections.

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If the SEC took the more draconian step of suing Harvard, the agency would be “in my opinion, very likely to prevail,” Mr. Grundfest said in an interview.