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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Chancery Declines to Require Specific Performance in a Case of Buyer’s Remorse
On December 21, 2007, Chancellor William B. Chandler issued his post-trial opinion in United Rentals, Inc. v. RAM Holdings Corp. The suit, which has been closely monitored by members of the M&A bar and the business press, sought specific performance of a merger agreement whereby Cerberus (through wholly-owned subsidiaries known as “RAM”) would have acquired United Rentals […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Delaware cases, Delaware law, Merger litigation, United Rentals v. RAM
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Cross-Border Checklist and Mergers and Acquisitions in 2008
Cross-border M&A nearly doubled from 2006 to 2007 as a percentage of total activity, and some observers see it as the savior of 2008. Here is a quick checklist of critical issues for US/non-US deals. And sometimes less really is more: here is a one-pager on M&A in 2008.
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Cross-border transactions
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Hedge Fund Activism
Recently, in the Mergers, Acquisitions, and Split-Ups course here at Harvard Law, co-taught by Professor Robert Clark and Vice Chancellor Leo Strine, Jr., practitioners from three major hedge funds gave a fascinating talk on the complex legal matters facing funds that take activist positions in publicly traded companies. The panel discussion, entitled Hedge Fund Activism, […]
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Posted in Institutional Investors, Mergers & Acquisitions, Program News & Events, Speeches & Testimony
Tagged Hedge funds, Shareholder activism
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Shareholder Pushback on Mergers and Acquisitions
Our firm has recently released a new M&A Commentary providing strategic analysis of the increasingly common phenomenon of shareholder resistance to the terms of proposed acquisitions. The Commentary, entitled Shareholder Pushback on M&A Deals, explains how several high-profile mergers were rebuffed by shareholders in 2007–including Carl Icahn’s attempted purchase of Lear. The Commentary emphasizes the importance […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Shareholder activism
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Quick Look at a Cross-Border Deal
Recently, in the Mergers, Acquisitions, and Split-Ups course here at Harvard Law, co-taught by Professor Robert Clark and Vice Chancellor Leo Strine, Jr., two expert practitioners shared their insights on the complex cross-border transactions that increasingly define the M&A landscape. While the panelists provided guidance on the economic reasoning underlying cross-border deals, the discussion also […]
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Posted in Mergers & Acquisitions, Program News & Events, Speeches & Testimony
Tagged Cross-border transactions
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Shareholders’ Say on Pay: Does it Create Value?
We have recently released a new paper entitled Shareholders’ Say on Pay: Does it Create Value? The paper examines stock returns around the time of the passage of the Say on Pay Bill in the House of Representatives in search of evidence whether the market views the legislation as creating value. The Abstract of the […]
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Posted in Academic Research, Corporate Elections & Voting, Legislative & Regulatory Developments
Tagged Say on pay, US House
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Martin Lipton on the Future of Mergers and Acquisitions
Recently, the Mergers, Acquisitions, and Split-Ups course here at Harvard Law School, co-taught by Professor Robert Clark and Vice Chancellor Leo Strine, Jr., hosted a fascinating talk by Martin Lipton of Wachtell, Lipton, Rosen & Katz, entitled The Future of M&A. The audience was treated to a rare glimpse of the events that have shaped […]
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Unfortunately, my friend Lynn Turner prefers invective to analysis. From his comments, I see no evidence that he has in fact read the Second Circuit’s AFSCME v. AIG decision, Chairman Cox‘s statement, or the interpretive rule actually adopted by the Commission on November 28. Lynn states that Chairman Cox should have “voted with” departing Commissioner […]
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Posted in Corporate Elections & Voting, Practitioner Publications
Tagged AFSCME v. AIG, Proxy access
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Heroes and Villains
It appears Mr. Olson is sadly uninformed when–in my opinion–he inappropriately labels former Securities and Exchange Commissioner Roel Campos as a “villain” for his role in the SEC rulemaking on proxy access. Indeed, after the Second Circuit’s decision in AIG, it was Commissioner Campos who brought various parties together in an attempt to bridge the […]
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Posted in Corporate Elections & Voting, Practitioner Publications
Tagged Proxy access, SEC
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