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

Buyer Beware: The Fiduciary Duties of a Buyer’s Board

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, May 24, 2007

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 […]

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Posted in Boards of Directors, Mergers & Acquisitions, Practitioner Publications | Tagged , , | 1 Comment

Appraisal Arbitrage: Will It Become a New Hedge Fund Strategy?

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, May 23, 2007

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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Chief Justice Steele’s Remarks on the Duty of Good Faith

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, May 23, 2007

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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Go-Shops With Matching Rights: Reimbursing Topping Bidders

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

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 | 1 Comment

Lessons from the Recent Motorola/Icahn Proxy Contest

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, May 18, 2007

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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The Topps Company Shareholders Litigation

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, May 17, 2007

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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The Effect of Enhanced Disclosure on Open Market Stock Repurchases

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, May 16, 2007

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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Is Shareholder Democracy Encouraging Private Buyouts of Public Firms?

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, May 15, 2007

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 […]

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Posted in Boards of Directors, Corporate Elections & Voting, Legislative & Regulatory Developments, Op-Eds & Opinions | Tagged , | 2 Comments

The Transkaryotic Appraisal Litigation

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, May 15, 2007

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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Corporate Governance and the Sale of VC-Backed Firms

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

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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