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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
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
DFC Global: Delaware Supreme Court Strongly Endorses Reliance on Merger Price
In DFC Global v. Muirfield (Aug. 1, 2017), the Delaware Supreme Court, en banc, reversed the Court of Chancery’s appraisal decision involving the acquisition of DFC Global Corp., a publicly traded payday lending firm, by a private equity firm, and remanded the case for further consideration by the Court of Chancery. In its opinion below, […]
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Posted in Accounting & Disclosure, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Accounting, Acquisition premiums, Appraisal rights, Delaware cases, Delaware law, Fair values, Fairness review, Mergers & acquisitions
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Say-on-Pay: Is Anybody Listening?
Populist anger in the U.S., Europe, and Australia has triggered an ongoing debate about whether executives receive excessive compensation, and if so, how to control it. Several countries have instituted say-on-pay rules (shareholders’ right to vote on executive compensation) aimed at reducing excessive compensation. Determining the effectiveness of say-on-pay is difficult because its tenets vary […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Executive Compensation, Securities Regulation
Tagged Europe, Executive Compensation, Executive performance, International governance, OECD, Pay for performance, Say on pay, Securities regulation, Shareholder activism, Shareholder proposals, Shareholder rights
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Weekly Roundup: July 28–August 2, 2017
Balancing Board Experience and Expertise Posted by John Roe, Institutional Shareholder Services, Inc., on Friday, July 28, 2017 Tags: Board composition, Board performance, Boards of Directors, Director qualifications, Diversity, Institutional Investors Common-Sense Capitalism Posted by David A. Katz and Laura A. McIntosh, Wachtell, Lipton, Rosen & Katz, on Friday, July 28, 2017 Tags: Accountability, Commonsense Principles, Corporate governance, Engagement, Institutional Investors, Long-Term value, Proxy advisors, Securities regulation, Shareholder voting, Stewardship, Stewardship Code, Wachtell Lipton The […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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The Delaware Supreme Court Speaks to Market Evidence in Appraisal: DFC
The Delaware Supreme Court’s ruling this week in DFC is its first significant statement on the role of market evidence in appraisal “fair value” determinations in seven years. The wide-ranging and thorough opinion marks a robust affirmation of the primacy of real-world evidence in determining fair value. DFC Global Corp. v. Muirfield Value Partners, L.P., No. 518, […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Acquisition premiums, Appraisal rights, Delaware cases, Delaware law, Fair values, Fairness review, Firm valuation, Market efficiency, Mergers & acquisitions, Securities regulation, Shareholder suits, Shareholder value
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The New Market Manipulation
Financial markets face a new and daunting high-tech mode of manipulation. With this new mode of market manipulation, millions of dollars can vanish in seconds, rogue actors can halt the trading of billion-dollar companies, and trillion-dollar financial markets can be distorted with a simple click or a few lines of code. Almost every investor and […]
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Posted in Academic Research, Accounting & Disclosure, Securities Regulation
Tagged Algorithmic trading, Capital markets, Cybersecurity, Financial technology, Flash orders, High-frequency trading, Information environment, Investor protection, Securities fraud, Securities regulation
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Delaware Court of Chancery Holds Controller Transaction Satisfies Entire Fairness and Issues Appraisal Award Below Deal Price
The Delaware Court of Chancery recently issued a post-trial opinion holding that a controller cash-out merger was “entirely fair” and appraised for a value less than half of the deal price. ACP Master, Ltd. v. Sprint Corp. C.A. No. 8508-VCL (Del. Ch. Jul. 21, 2017). The case concerns the 2013 buyout of Clearwire by its majority stockholder, Sprint. The […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition premiums, Appraisal rights, Buyouts, Delaware cases, Delaware law, Fair values, Fairness review, Fiduciary duties, Hedge funds, Merger litigation, Mergers & acquisitions, Shareholder suits
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Managerial Myopia and the Mortgage Meltdown
In a new study forthcoming in the Journal of Finance Economics, we present evidence that financial firm CEOs’ incentives for short-term focus played an important role in the subprime crisis of 2007-2009. Prominent policy makers and opinion leaders have asserted that incentives for managerial myopia were important drivers of the crisis. For example, the Financial Crisis Inquiry […]
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Posted in Academic Research, Banking & Financial Institutions, Executive Compensation, Financial Crisis
Tagged Banks, Financial crisis, Financial institutions, Incentives, Management, Managerial style, Risk-taking, Short-termism
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Delaware Update
Court held claims asserted against directors before the company was acquired by a third party were extinguished in the acquisition—Massey Energy Co. Litigation (May 4, 2017) The former stockholder-plaintiffs asserted “Caremark-type” claims that the Massey Energy directors had failed to exert proper oversight over the company’s operations, resulting in a mining explosion that claimed numerous lives, […]
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Posted in Accounting & Disclosure, Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Charter & bylaws, Delaware cases, Delaware law, DGCL, Director compensation, Disclosure, Incentives, Merger litigation, Mergers & acquisitions
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Deals Mid-Year Review and Outlook
So far, 2017 isn’t quite the year many deal forecasters were expecting. But at the midway point, it looks on track for a finish that won’t leave dealmakers gritting their teeth. A deals market that had a bullish start in 2017—anticipating what a new, business-friendly government administration might do—has calmed along with the stock market. […]
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Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications, Private Equity, Securities Regulation
Tagged Cross-border transactions, Dodd-Frank Act, International governance, IPOs, Mergers & acquisitions, Private equity, Securities regulation, Tech companies
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