The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu The leading online blog in the fields of corporate governance and financial regulation. Wed, 10 Jun 2026 11:32:11 +0000 en-US hourly 1 https://wordpress.org/?v=6.5.8 https://corpgov.law.harvard.edu/wp-content/uploads/2024/02/cropped-photography-4-e1706898544564-1-32x32.png Broken Deals: Who’s to Blame? – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 Broken Deals: Who’s to Blame? https://corpgov.law.harvard.edu/2008/11/19/broken-deals-whos-to-blame/?utm_source=rss&utm_medium=rss&utm_campaign=broken-deals-whos-to-blame https://corpgov.law.harvard.edu/2008/11/19/broken-deals-whos-to-blame/#comments Wed, 19 Nov 2008 16:13:16 +0000 http://blogs.law.harvard.edu/corpgov/?p=737?d=20160907100454EDT Who’s to blame when a signed deal falls through? This question is especially relevant with respect to LBO buyers these days. Deals negotiated when times were good and credit was easy look much less appealing if not disastrous now that the short term economic outlook is bleak and the credit environment has soured. In particular, banks are weary of lending into LBOs when their ability to securitize and sell off the loans has waned. Private equity buyers may want to extricate themselves from signed deals, or be forced to do so because debt financing is not forthcoming. What contractual rights do sellers, buyers, and financiers have against one another in such a situation? What reputational effects, if any, constrain them from exercising those rights? And how should a seller’s board trade off deal certainty against price when choosing between competing transactions? Isaac Corré of Eton Park, Steven Davidoff a/k/a The Deal Professor, John Finley of Simpson Thacher, and Jim Morphy of Sullivan & Cromwell debated these questions with Vice Chancellor Leo Strine, Jr. and Professor Robert C. Clark in their Mergers, Acquisitions, and Split-Ups class here at Harvard Law School last week.

The video of the event is available here. (video no longer available)

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