Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

JANA Master Fund, Ltd. v. CNET Networks, Inc.

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, April 7, 2008

In a decision issued on March 13, 2008, the Delaware Chancery Court in JANA Master Fund, Ltd. v. CNET Networks, Inc. held that CNET’s advance notice bylaw applied only to shareholder proposals that are sought to be included in the company’s proxy materials pursuant to Rule 14a-8 under the Securities and Exchange Act of 1934, […]

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Diller vs. Malone

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, April 4, 2008

The Delaware Chancery Court has issued its decision in the closely watched trial between Barry Diller and John Malone and their respective companies, IAC and Liberty Media. Liberty owns all the high-voting stock and a majority of the votes in IAC but it has granted Diller, IAC’s CEO, an irrevocable proxy to vote these shares. […]

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JCPenney Joins Firms Agreeing to Adopt my Poison Pill Bylaw

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, April 3, 2008

Editor’s Note: This post is from Lucian Bebchuk of Harvard Law School. JCPenney became the third company this proxy season to reach an agreement with me to amend its by-laws to limit the adoption of poison pills. The adopted by-law is based on a shareholder proposal to amend the company’s by-laws that I submitted for […]

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Delaware General Corporation Law

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, April 2, 2008

Editor’s Note: This post is from Lawrence A. Hamermesh of Widener University School of Law. This post is part of the Delaware law series, which is cosponsored by the Forum and Corporation Service Company; links to other posts in the series are available here. The materials generated in the drafting of the 1967 revision to […]

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Consequences of Delayed SEC Filings

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, April 1, 2008

Three federal district courts have now ruled that a company’s delay in filing its Form 10-Q or 10-K with the SEC does not violate either (1) a widely used indenture provision that requires issuers to deliver copies of such reports to an indenture trustee within a specified time after their filing with the SEC or […]

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Healthy Hedge Funds, Sick Banks

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, March 31, 2008

I recently circulated an AEI Financial Services Outlook entitled Healthy Hedge Funds, Sick Banks. The essay discusses the regulatory implications of the unregulated hedge fund industry’s apparent health when compared to the financial weakness of the heavily regulated banking industry in the current subprime crisis. The principal question addressed in the essay is whether the […]

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Posted in Banking & Financial Institutions, Financial Crisis, Financial Regulation, Practitioner Publications, Securities Regulation | Tagged , , , , | 1 Comment

AFL-CIO Proxy Voting: A Response to Agrawal and Kaplan

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, March 27, 2008

Editor’s Note: This post is from Daniel F. Pedrotty pf the AFL-CIO. The Agrawal study is described on our blog here; the initial AFL-CIO response is available on our blog here; two reactions to that AFL-CIO response – from Ashwini Agrawal and from Steven Kaplan – are available here. Regarding the recent posting by Mr. […]

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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Op-Eds & Opinions | Tagged , , | 7 Comments

Hold-up, Asset Ownership, and Reference Points

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, March 26, 2008

On March 17, I presented my paper titled Hold-up, Asset Ownership, and Reference Points in the Law, Economics, and Organization Seminar here at the Law School. This paper studies two parties who desire a smooth trading relationship under conditions of value and cost uncertainty. The existing literature in this area has found that trading relationships […]

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How Fair are Fairness Opinions?

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, March 25, 2008

The recent acquisition of Bear Stearns by J.P. Morgan has cast a spotlight on the reliability of fairness opinions. On March 16, when the board of Bear Stearns agreed to sell the company for $2 a share, the investment banking firm Lazard Ltd., who was acting as Bear Stearns’ main adviser, provided the board with […]

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Posted in Legislative & Regulatory Developments, Mergers & Acquisitions, Program News & Events | Tagged , , | 3 Comments

Up Close and Personal: House Hearing on CEO Pay and the Mortgage Crisis

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, March 24, 2008

Editor’s Note: This post is from Broc Romanek of TheCorporateCounsel.net. Up Close and Personal: House Hearing on CEO Pay and the Mortgage Crisis My colleague Dave Lynn wandered down to the House Hearing on severance pay recently and wrote up these thoughts (for other reports, see the WSJ article and NY Times article): “The hearing […]

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