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

The Top Five Delaware Cases of 2007

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, January 8, 2008

Editor’s Note: This post is from Francis G.X. Pileggi of Eckert Seamans Cherin & Mellott, LLC. 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. Professor J. Robert Brown of the University of Denver College […]

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Posted in Corporate Elections & Voting, Court Cases | Tagged , , | 2 Comments

Justice Jacobs on Delaware’s Takeover Law

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

Recently, in Reinier Kraakman‘s Corporations course here at Harvard Law, Justice Jack B. Jacobs of the Delaware Supreme Court treated students to a highly insightful talk on Delaware’s Takeover Law. Justice Jacobs’s talk provided a rare insider’s perspective on the evolving standards of international takeover law–and the Delaware cases that govern most American acquisitions. Justice Jacobs […]

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Chancery Declines to Require Specific Performance in a Case of Buyer’s Remorse

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

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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Cross-Border Checklist and Mergers and Acquisitions in 2008

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, January 3, 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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Hedge Fund Activism

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

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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Shareholder Pushback on Mergers and Acquisitions

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, December 27, 2007

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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Quick Look at a Cross-Border Deal

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, December 26, 2007

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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Shareholders’ Say on Pay: Does it Create Value?

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, December 21, 2007

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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Martin Lipton on the Future of Mergers and Acquisitions

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, December 20, 2007

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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Press, Posturing, and Proxy Access

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, December 19, 2007

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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