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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
Lessons from the Recent Motorola/Icahn Proxy Contest
Sometimes good things happen to good people. This Memorandum provides some lessons learned from the recent Motorola/Icahn proxy contest, where even the twinning of Icahn and ISS proved not invincible.
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Posted in Boards of Directors, Corporate Elections & Voting, Legislative & Regulatory Developments, Practitioner Publications
Tagged ISS, Motorola
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The Topps Company Shareholders Litigation
Robert K. Payson and Bradley W. Voss of Potter, Anderson & Corroon have released this Memorandum summarizing Vice Chancellor Strine‘s recent decision in In re: The Topps Company Shareholders Litigation. In Topps, the Court builds on the narrative Chancellor Chandler offered in Ryan v. Gifford, explaining why the Delaware courts will not stay a later-filed Delaware […]
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Posted in Court Cases, Legislative & Regulatory Developments, Practitioner Publications
Tagged Delaware cases, Delaware law, Derivative suits, In re Topps
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The Effect of Enhanced Disclosure on Open Market Stock Repurchases
The John M. Olin Center has just posted a new paper by Michael Simkovic, an Olin Fellow in Law and Economics, entitled The Effect of Enhanced Disclosure on Stock Market Repurchases. The paper studies the effect of the SEC’s rule requiring quarterly disclosure of shares purchased under share-repurchase programs on opportunistic use of share-repurchase announcements. […]
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Posted in Accounting & Disclosure, Empirical Research, HLS Research, Securities Regulation
Tagged Repurchases, SEC
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Is Shareholder Democracy Encouraging Private Buyouts of Public Firms?
Editor’s Note: This post is by Lynn A. Stout of the UCLA School of Law. Last month I published this op-ed in the Financial Times questioning whether the push for greater “shareholder democracy” may end up harming public investors by driving companies into the arms of private equity firms. After assessing the substantial increase in […]
Click here to read the complete postThe Transkaryotic Appraisal Litigation
My partner Arthur L. Dent has released this Memorandum on Chancellor Chandler‘s recent decision in the Transkaryotic appraisal litigation. The Memorandum provides a detailed analysis of the decision and its implications for appraisal proceedings.
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Posted in Court Cases, Practitioner Publications
Tagged Transkaryotic
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Corporate Governance and the Sale of VC-Backed Firms
Brian Broughman and I have written a paper, Deviations from Contractual Priority in the Sale of VC-Backed Firms, that examines how corporate governance arrangements in VC-backed firms that are sold affect the allocation of the sale proceeds between preferred shareholders (the VCs) and common shareholders (including the founders, employees, and angel investors). It is often assumed […]
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Posted in Academic Research, Boards of Directors, HLS Research, Private Equity
Tagged Cash flows, Venture capital firms
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Go-Shops: Market Check Magic or Mirage?
I recently submitted a new paper, Go-Shops: Market Check Magic or Mirage? for a panel entitled Selling to Private Equity at the 27th annual Ray Garrett Jr. Corporate and Securities Law Institute, hosted by the Northwestern University School of Law. The article traces the evolution of “go-shops,” discusses the alleged advantages of using a “go-shop,” and […]
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Posted in Boards of Directors, Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Go-shop
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Bebchuk Elected to Presidency of American Law and Economics Association
In its annual meeting this month, the American Law and Economics Association elected Professor Lucian Bebchuk as its president. He will serve in this role until the Association’s annual meeting next spring. In accordance with the Association’s traditions, Bebchuk delivered a presidential address at the ALEA’s Annual Meeting last weekend entitled Self-Regulation and the Public Corporation. […]
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Posted in Program News & Events
Tagged ALEA
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Proposed Amendments to the Delaware General Corporation Law
Editor’s Note: This post is by Lawrence A. Hamermesh of the Widener University School 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. This year’s round of proposed amendments to the Delaware General […]
Click here to read the complete postPandora’s Ballot Box, or a Proxy with Moxie?
The Securities and Exchange Commission yesterday held its first roundtable on proxy access, and Chairman Cox told the press that the Commission will propose a rule in the early summer on shareholder rights in the proxy process. We’re very pleased to host the following commentary on these events from J.W. Verret, a recent Harvard Law […]
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Posted in Boards of Directors, Corporate Elections & Voting, Legislative & Regulatory Developments, Securities Regulation
Tagged Proxy access, Rule 14a-8, SEC
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