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Program on Corporate Governance Advisory Board
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Delaware Court Refuses to Require Disclosure of Internal Projections
It may not have been a Chancellor who famously said: “Predictions are difficult to make, especially about the future.” But as the Chancellor‘s recent opinion in Checkfree, summarized here, demonstrates, the point is not lost in Rodney Square. In declining to follow a path to a per se rule requiring disclosure of all projections before […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications
Tagged Delaware cases, Delaware law, Disclosure, In re Netsmart
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Shareholders Saying “No”: Freeze-Outs and the Case of Cablevision
Historically, merger proposals have almost always been approved by target-company shareholders. In fact, the Wall Street Journal recently reported that, since 2003, only 7 of 1,200 transactions have been voted down at shareholder meetings. Yet the M&A world has now seen this happen twice in the past four months. First, Carl Icahn’s proposal to acquire […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Controlling shareholders, Freezeouts
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Countrywide’s Corporate Governance: Definitely Subprime
Countrywide Financial is a name that has come to be synonymous with the subprime meltdown that has shaken investors and sent the world’s central bankers scrambling to rejigger their playbook. Less attention has focused on Countrywide’s corporate governance and compensation practices, however. Therein lie some important clues to what is behind the turmoil now being […]
Click here to read the complete postMandatory Disclosure and Stock Returns: Evidence from the Over-the-Counter Market
My paper Mandatory Disclosure and Stock Returns: Evidence from the Over-the-Counter Market just came out in the June edition of the Journal of Legal Studies. The paper examines the effects of the extension of the Exchange Act reporting requirements to the over-the-counter (“OTC”) market in 1964. This was the most important extension of reporting requirements in […]
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Posted in Academic Research, Empirical Research, HLS Research, Securities Regulation
Tagged Disclosure, OTC derivatives, Stock returns
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Europe’s Highest Court Strikes Down Takeover Protections in German Company
Many car advertisements on TV bear a legend explaining that the driving depicted is by professional drivers on a closed track–and warning viewers not to try the twists and turns at home. Well, maybe something like that could or should be said of the European Court of Justice‘s recent decision, a precis of which appears […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Takeover defenses, Takeovers
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Another Blockbuster Merger Decision From Vice Chancellor Strine
As a doctrinal matter, Inter-Tel will stir much debate. Vice Chancellor Strine held that Unocal reasonableness should be the sole standard of review for decisions related to shareholder meetings on mergers, and that the more exacting standard announced in Blasius should be limited to director elections. The Vice Chancellor hinted that he might favor […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Delaware cases, Delaware law, Mercier v. Inter-Tel, Shareholder elections, Shareholder meetings
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The Year of Living Dangerously for GCs
Editor’s Note: This post comes to us from Jonathan Hayter of the National Law Journal. The National Law Journal recently published The Year of Living Dangerously for GCs, which highlights the unprecedented increase this year in federal prosecutions of general counsels of major corporations. In the first nine months of this year, the article explains, […]
Click here to read the complete postInvestor Litigation in the United States: Is It Working?
Jay W. Eisenhofer, a partner in the law firm Grant & Eisenhofer P.A., recently presented his paper Investor Litigation in the U.S.–The System is Working here at Harvard Law School. Co-authored by Gregg S. Levin, the paper is critical of efforts to “discredit” the “long-established mechanism” of investor class actions. Investor Litigation in the U.S. discusses the reported […]
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Posted in Empirical Research, International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Capital markets, Class actions, Shareholder rights
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Delaware Business Entity Law Database
The Corporation Service Company has recently made available to readers of this Blog the Delaware Business Entity Law database, which includes a wide range of Delaware materials of interest to practitioners and academics alike. The database includes Volumes 1 and 2 of Delaware Laws Governing Business Entities in a searchable format, plus links to statutes, […]
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Posted in Legislative & Regulatory Developments, Practitioner Publications
Tagged CSC, Delaware articles, Delaware law
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Classified Boards Once Again Prove Their Value to Shareholders
When you’re right, you’re right. And when you’re wrong, you are very wrong. Here is yet more evidence of the value to stockholders of staggered boards. Anyone listening up there in that ivory tower?
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