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

Appraisal Arbitrage—Is There a Delaware Advantage?

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, July 27, 2015

Market observers have devoted a fair amount of attention to possible reasons underlying the recent increase in appraisal rights actions filed in the Delaware Chancery Court. A number of commentators have connected such an increase to recent rulings reaffirming appraisal rights of shares bought by appraisal arbitrageurs after the record date of the relevant transactions. […]

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Outsourcing: How Cyber Resilient Are You?

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, July 26, 2015

Cyber attacks on financial institutions continue to increase, both in number and impact. While the industry’s defenses against cyber criminals have been improving, recent high-profile breaches indicate that many cyber risk areas remain under addressed. Regulators are particularly concerned that the industry’s third-party service providers are a weak link that cyber attackers can exploit. [1] […]

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Boardroom Perspectives: Oversight of Material Litigation in Four Practical Steps

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Saturday, July 25, 2015

Public companies in the United States are subject to litigation in various areas, including: shareholder litigation; government investigations and enforcement actions; environmental litigation and intellectual property disputes. While certain litigation may be frivolous or merely routine, other claims may be costly and potentially damaging to the company’s bottom line, reputation, or both. It is important […]

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What the Allergan/Valeant Story Teaches About Staggered Boards 

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, July 24, 2015

Until March 2015, I was the Executive Vice President and General Counsel of Allergan, Inc. For much of 2014 my job was to address the hostile bid launched by Valeant and Pershing Square to acquire Allergan. With that perspective, I followed with interest the debate surrounding staggered boards, and in particular the success of institutional […]

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The Changing Dynamics of Governance and Engagement

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, July 23, 2015

As anticipated, the 2015 proxy season has been the “Season of Shareholder Engagement” for U.S. public companies. Activist attacks, high-profile battles for board seats, and shifting alliances of major investors and proxy advisors have created an environment in which shareholder engagement is near the top of every well-advised board’s to-do list. There is no shortage […]

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SEC Charges Computer Sciences Corporation & Former Executives With Accounting Fraud

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, July 23, 2015

On June 5, 2015, the Securities and Exchange Commission (“SEC”) entered into settled administrative cease-and-desist proceedings with Computer Sciences Corporation (“CSC”) and some of its former executives due to the company’s alleged manipulation of financial results and concealment of problems with the company’s largest contract. [1] Among other things, CSC agreed to pay a $190 […]

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Angels and Venture Capitalists: A Match Made in Heaven?

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, July 23, 2015

Are angel investors and venture capitalists friends or foes? Are they synergistic partners in the process of funding entrepreneurial value creation? Or are they distinct funding mechanisms where entrepreneurs have to decide which camp they want to be part of? In a series of two recent papers (Friends or Foes? The Interrelationship between Angel and […]

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Are Public Companies Required to Disclose Government Investigations?

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, July 22, 2015

For many public companies, the first issue they have to confront after they receive a government subpoena or Civil Investigative Demand (“CID”) is whether to disclose publicly that they are under investigation. Curiously, the standards for disclosure of investigations are more muddled than one would expect. As a result, disclosure practices vary—investigations are sometimes disclosed […]

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Employment Protection and Takeovers

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, July 22, 2015

Cost reductions in the pursuit of economies of scale and scope are commonly believed to be a major driver—and a key source of synergies—in corporate takeovers. Restructuring the workforce, largely in the form of layoffs, is presumed to be one of the primary channels through which such cost reductions are obtained. However, despite the central […]

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Delaware Court Relies Exclusively on Merger Price in Appraisal Action

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, July 21, 2015

In a recent appraisal proceeding, the Delaware Court of Chancery concluded that the company had engaged in a thorough sales process, and therefore found that it was appropriate to determine fair value of the company’s stock by relying exclusively on the merger price less net synergies. The court found that a discounted cash flow (or […]

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