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

Supreme Court Enforces Strict Pleading Standard for Private Securities Actions

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, July 12, 2007

Warren Stern, John Savarese, George Conway, and Garrett Moritz of Wachtell, Lipton, Rosen & Katz have released this Memorandum assessing the Supreme Court’s recent ruling in Tellabs, Inc. v. Makor Issues & Rights, Ltd.  In Tellabs, the Memo explains, “[s]ecurities class action defendants . . . won an important battle in the fight against meritless […]

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The Aardvark in the Boardroom

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, July 11, 2007

Editor’s Note: This post is from Joseph Hinsey of Harvard Business School. Okay–that was a shameless play on the classic elephant metaphor.  But perhaps it’s a worthwhile way to remind us (once again?) of a fundamental issue long embedded in the corporate governance dialogue about shareholder rights and “shareholder democracy.”  That issue is called to […]

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Disney’s Board Adopts a Bylaw Amendment Based on My Proposal

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, July 10, 2007

Editor’s Note: This post is from Lucian Bebchuk of Harvard Law School. The Board of Directors of the Walt Disney Company has adopted a bylaw amendment based on a revision of a proposal that I submitted last fall and which won 57% of the votes cast at Disney’s last annual meeting. Although my proposal fell […]

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A Delaware Deal Law Two-Fer: Topps and Lear

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, July 9, 2007

Two opinions within 24 hours is enough to exhaust anyone.  Two important decisions on the interaction of Delaware deal law and private equity deals requires the stamina only high caffeination can sustain.  But here we have it: a true two-fer.  This Memorandum describes the implications of these cases in detail.

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Vice Chancellor Strine in the Journal of Corporation Law

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, July 3, 2007

Editor’s Note: This post is from Hillary Sale of the University of Iowa College 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 University of Iowa College of Law’s Journal of Corporation […]

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CEOs Under Academic Fire

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, July 2, 2007

The National Journal has just published a long piece, CEOs Under Fire, by John Maggs, which reviews in detail the academic work on executive compensation by Lucian Bebchuk, Erik Lie, and Xavier Gabaix.  The piece runs as follows: On March 13, after meeting with President Bush, Attorney General Alberto Gonzales faced the cameras and gave […]

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Posted in Executive Compensation, HLS Research, Op-Eds & Opinions | Tagged | 1 Comment

Topps and Lear: Another View of the Cathedral

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, June 29, 2007

Latham & Watkins has recently issued this Client Alert on Vice Chancellor Strine‘s recent decisions in Topps and Lear.  These two new opinions, also covered here and here, offer critical guidance to directors going through the acquisition process, and particularly boards contemplating going-private transactions.  The Alert offers clients a number of considerations to guide deal […]

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Topps and Bottoms: A Dubious Performance By Dissident Directors

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, June 28, 2007

Vice Chancellor Leo Strine last week produced another wonderfully detailed and thoughtful opinion, this time in In re The Topps Company Shareholders Litigation, the case challenging the proposed sale of Topps (think baseball cards) to a private equity firm run by Michael Eisner (think Disney).  There are already a number of descriptions and comments on […]

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You Say Ph.D., I Say Toast

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, June 28, 2007

For those interested in the vigorous debate among academics and practitioners on the virtues and vices of shareholder activism, Part V of Storming the Castle, Lawdragon‘s recent profile on the discussion panels held last year here at Harvard as part of Professor Robert Clark‘s and Vice Chancellor Leo Strine‘s course Mergers, Acquisitions, and Split-Ups, is […]

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Creditors Cannot Bring Direct Claims for Breach of Fiduciary Duty–But Substantial Questions Remain

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, June 25, 2007

In North American Catholic Educational Programming Foundation, Inc. v. Gheewalla, the Delaware Supreme Court, in a case of first impression, provided some clarity on the controversial issue of whether and to what extent creditors have the ability to assert fiduciary duty claims against directors.  The Supreme Court held, unequivocally, that “creditors of a Delaware corporation […]

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