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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
The Gheewalla Case: The Delaware Supreme Court Clarifies Directors’ Duties in Bankruptcy
In North American Catholic Educational Programming Foundation, Inc. v. Gheewalla, the Delaware Supreme Court settled a nagging question about corporate directors’ duties and liabilities to creditors, holding that “the creditors of a Delaware corporation that is either insolvent or in the zone of insolvency have no right, as a matter of law, to assert direct […]
Click here to read the complete postDelaware’s Zone of Insolvency Doctrine Refined
Doubtless, the “zone of insolvency” is a scary place. But it got a bit less scary, at least as to fiduciary claims against directors by creditors, when the Delaware Supreme Court affirmed the dismissal of a claim against the directors of Clearwire Holdings. The decision, noted in this Memorandum, suggests an important refining of who-owes-what-duties-to-who […]
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Posted in Bankruptcy & Financial Distress, Practitioner Publications
Tagged Clearwire Holdings, Delaware cases, Delaware law
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The VLR Symposium on The Myth of the Shareholder Franchise
The May 2007 issue of the Virginia Law Review is now out. The issue includes The Myth of the Shareholder Franchise, by Lucian Bebchuk, and five responses to it. The respondents put forward vigorous critiques to Bebchuk’s call for reforming corporate elections. One response, The Many Myths of Lucian Bebchuk, is by Martin Lipton and […]
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Posted in Boards of Directors, Corporate Elections & Voting, Empirical Research, HLS Research
Tagged Shareholder elections, Shareholder voting
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Implications of the New SEC Penalty Policy
SEC Chairman Christopher Cox recently announced a new protocol for the negotiation of a monetary settlement by the agency’s enforcement staff. In a pilot test, the staff will be required to get a green light from the Commission before starting to negotiate. There is some uncertainty, to say the least, about how this will work, […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement
Tagged SEC
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Toward Common Sense and Common Ground?: Remarks from Vice Chancellor Strine
The Law School’s Program on Corporate Governance has recently issued a discussion paper by Vice Chancellor Leo Strine, Toward Common Sense and Common Ground? Reflections on the Shared Interests of Managers and Labor in a More Rational System of Corporate Governance. The paper presents the Vice Chancellor’s recent remarks at the Spring Banquet for the Journal […]
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Posted in HLS Research, Practitioner Publications
Tagged Labor markets, Management
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The SEC, the Supreme Court, and Enron
The Wall Street Journal carried a story yesterday on the pressure building on the SEC to file an amicus brief supporting the petition for certiorari filed by the plaintiffs in the Enron securities litigation against the firm’s former financial advisors. In Regents of the University of California v. Credit Suisse, the Fifth Circuit reversed the certification of […]
Click here to read the complete postBuyer Beware: The Fiduciary Duties of a Buyer’s Board
Michael Pittenger, Michael Reilly, and I have prepared an article, Buyer Beware: The Fiduciary Duties of a Buyer’s Board, on Vice Chancellor Parsons‘s decision in Energy Partners, Ltd. v. Stone Energy Corp. The article discusses the fiduciary duties of buyer boards and posits that buyer boards may, in the appropriate circumstances, need to bargain for […]
Click here to read the complete postAppraisal Arbitrage: Will It Become a New Hedge Fund Strategy?
I have recently prepared this M&A Deal Commentary, Appraisal Arbitrage: Will It Become a New Hedge Fund Strategy?, explaining that the recent decision in the Transkaryotic shareholder litigation may spawn a new “market” in appraisal rights that will allow purchasers of shares after the record date to bring appraisal actions. As the Commentary notes, the […]
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Posted in Court Cases, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications
Tagged Appraisal rights, Transkaryotic
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Chief Justice Steele’s Remarks on the Duty of Good Faith
Chief Justice Myron T. Steele of the Delaware Supreme Court offered his views on the duty of good faith on October 5, 2006, as part of the Delaware State Bar Association‘s Third Annual Symposium on the Law of Delaware Business Entities, Good Faith After Disney: The Role of Good Faith in Organizational Relations in Delaware […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications
Tagged Duty of good faith
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Go-Shops With Matching Rights: Reimbursing Topping Bidders
Mark Morton: In the typical M&A deal, there’s generally a match right. As a result, the target can’t actually terminate the merger agreement for the superior proposal until the first bidder decides whether or not to match. If the first bidder matches, he wins (unless he’s topped again). In that case, the target will not […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Go-shop
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