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

Illegality and Hardball in Government’s Nationalization of AIG

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, July 13, 2015

Suppose your bank offers to lend you money to buy a home, and even if you repaid the loan, the bank would retain ownership of your home as well. Would you sign up? Would you expect a business organization to accept equivalent loan-plus-forfeiture terms? I don’t think so but that is what the U.S. government’s […]

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Basel III Liquidity Framework: Final Net Stable Funding Ratio Disclosure Standards

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, July 12, 2015

Last week, the Basel Committee on Banking Supervision (the “Basel Committee”) published final standards (the “Final Disclosure Standards”) for the disclosure of information relating to banks’ net stable funding ratio (the “NSFR”) calculations. [1] The Final Disclosure Standards were adopted substantially as proposed in December 2014. [2] The NSFR, which the Basel Committee adopted in […]

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Federal Reserve Provides Guidance on Bank M&A

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, July 10, 2015

The Federal Reserve Board approved BB&T’s application to acquire Susquehanna Bancshares earlier this week and set the stage for an August 1 closing—just over eight months from the date of announcement. The BB&T/Susquehanna transaction will be the largest U.S. bank merger in recent years to close within this timeframe. This acquisition follows closely after the […]

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Merger Price and Process Win the Day Yet Again In Delaware Appraisal Action

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, July 10, 2015

On June 30, 2015, the Delaware Court of Chancery issued a post-trial opinion in which it yet again rejected a dissenting shareholder’s attempt to extract consideration for its shares above the merger price through appraisal rights. See LongPath Capital, LLC v. Ramtron Int’l Corp., Slip. Op. June 30, 2015, C.A. No. 8094-VCP (Del. Ch. June […]

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SPAC-and-Span: A Clean Exit?

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, July 9, 2015

While robust M&A and IPO markets have given investors solid liquidity options, in some cases selling a company to a publicly traded special purpose acquisition company, or SPAC, can be an appealing alternative. Recent examples in the United States include the $500 million acquisition by Levy Acquisition Corp. of Del Taco in June 2015 and […]

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Delaware LLC and Partnership Law

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, July 9, 2015

Delaware has recently adopted legislation amending the Delaware Limited Liability Company Act (LLC Act), the Delaware Revised Uniform Limited Partnership Act (LP Act) and the Delaware Revised Uniform Partnership Act (GP Act) (collectively, the LLC and Partnership Acts). The following is a brief summary of some of the more significant amendments that affect Delaware limited […]

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Florida SBA Proxy Contest Voting Decisions Drive Shareowner Value

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, July 8, 2015

The State Board of Administration (SBA) of Florida recently completed a first-of-its-kind empirical analysis of an institutional investor’s proxy voting decisions involving dual board nominees and their impact on portfolio value. The study examined the SBA’s own voting decisions covering proxy contests occurring between January 1, 2006 and December 31, 2014 at U.S.-domiciled companies with […]

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Second Circuit Decision Could Disrupt Secondary Market for Bank-Originated Loans

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, July 8, 2015

A May 22, 2015 decision by the U.S. Court of Appeals for the Second Circuit appears to disturb the generally settled body of law concerning the status of non-bank investors with respect to applicable usury laws for bank-originated loans. As assignees of a national bank, such non-bank investors were generally deemed to stand in the […]

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Attorney-Whistleblowing and Conflicting Regulatory Regimes

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, July 7, 2015

In my latest article, Conflicted Counselors: Retaliation Protections for Attorney-Whistleblowers in an Inconsistent Regulatory Regime, I examine the ever-evolving issue of attorney-whistleblowing, the reporting requirements under the Sarbanes-Oxley Act (“SOX”) of attorneys representing issuer-clients, the potential for conflict of these requirements with the rules of professional conduct in various states, and the lack of retaliation […]

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Court of Chancery Again Looks to Merger Price in Appraisal Ruling

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, July 6, 2015

The Delaware Court of Chancery this week held that the “fair value” payable in a statutory appraisal proceeding was less than the merger price. LongPath Capital, LLC v. Ramtron Int’l Corp., C.A. No. 8094-VCP (Del. Ch. June 30, 2015). The decision adds to a growing body of Delaware case law confirming the importance of the […]

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