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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
The Application of Common-Interest Privilege to Merger Pre-Closing Communications
A New York appellate court today [December 04, 2014] ruled that the “common-interest privilege” can protect from discovery pre-closing communications among merger parties and their counsel made for the predominant purpose of furthering a common legal interest, even if there is no pending or anticipated litigation. Ambac Assurance Corp. v. Countrywide Home Loans, Inc., No. […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Attorney-client privilege, Books and records, Discovery, Mergers & acquisitions, Mortgage lending, New York, Wachtell Lipton
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Enforceability of Obligations Against Non-Signatories in Private Mergers
A recent Delaware decision in Cigna provides important guidance on simple yet important steps that buyers of private companies using a merger structure can take to more effectively impose certain post-closing obligations on stockholders who do not sign agreements to support the deal. While a stock purchase involves entering into an agreement with each stockholder […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Delaware cases, Delaware law, Indemnification, Merger litigation, Mergers & acquisitions, Minority shareholders
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Delaware Court Provides Guidance in a Sale-of-Control Situation
On November 25, 2014, the Delaware Court of Chancery issued a decision in In Re Comverge, Inc. Shareholders Litigation, which: (1) dismissed claims that the Comverge board of directors conducted a flawed sales process and approved an inadequate merger price in connection with the directors’ approval of a sale of the company to H.I.G. Capital […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Change in control, Deal protection, Delaware cases, Delaware law, Fiduciary duties, Jason Halper, Merger litigation, Mergers & acquisitions, Orrick
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Do Long-Term Investors Improve Corporate Decision Making?
It is well established that managers of publicly traded firms, left to their own devices, tend to maximize their private benefits of control rather than the value of their shareholders’ stake in the firm. At the same time, imperfectly informed market participants can lead managers to make myopic investment decisions. One of the most important […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Agency costs, Decision-making, Investor horizons, Long-Term value, Management, Payouts, Shareholder value
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“Just Say No”
On October 22, 2014, Institutional Shareholder Services issued a note to clients entitled “The IRR of ‘No’.” The note argues that shareholders of companies that have successfully “just said no” to hostile takeover bids have incurred “profoundly negative” returns. In a note we issued the same day, we called attention to critical methodological and analytical […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Antitakeover, Bidders, Martin Lipton, Mergers & acquisitions, Shareholder activism, Takeovers, Wachtell Lipton
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The Law and Finance of Anti-Takeover Statutes
Over the last 15 years, numerous economics articles, many published in top finance journals, have examined the effect of takeover law on performance, leverage, managerial stock ownership, worker wages, patenting, acquisitions, and other firm actions. These studies have concluded, among other things, that anti-takeover laws are associated with a decline in managerial stock ownership, and […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Antitakeover, Mergers & acquisitions, Poison pills, State antitakeover statutes, Takeover defenses, Takeovers
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Determining the Likely Standard of Review in Delaware M&A Transactions
M&A practitioners are well aware of the several standards of review applied by Delaware courts in evaluating whether directors have complied with their fiduciary duties in the context of M&A transactions. Because the standard applied will often have a significant effect on the outcome of such evaluation, establishing processes to secure a more favorable standard […]
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Posted in Boards of Directors, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Business judgment rule, Delaware law, Fairness review, Fiduciary duties, Mergers & acquisitions
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A Crisis of Banks as Liquidity Providers
In our paper, A Crisis of Banks as Liquidity Providers, forthcoming in the Journal of Finance, we investigate whether the onset of the 2007-09 crisis was, in effect, a crisis of banks as liquidity providers, which may have led to reductions in credit and increased the fragility of the financial system. The starting point of […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Crisis
Tagged Banks, Credit risk, Deposit insurance, Depository banking, Failed banks, Financial crisis, Liquidity
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Delaware Court Preliminarily Enjoins Merger Due to Flawed Sales Process
On November 24, 2014, the Delaware Court of Chancery preliminarily enjoined for thirty days a vote by C&J Energy Services stockholders on a merger with Nabors Red Lion Limited, to allow time for C&J’s board of directors to explore alternative transactions. In a bench ruling in the case, City of Miami General Employees’ & Sanitation […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Change in control, Christine Smith, Delaware cases, Fiduciary duties, Jason Halper, Merger litigation, Mergers & acquisitions, Orrick
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International Banking Regulators Reinforce Board Responsibilities for Risk Oversight and Governance Culture
In October 2014, the Basel Committee on Banking Supervision of the Bank for International Settlements issued its consultative Guidelines [on] Corporate governance principles for banks (the “2014 Principles”). The 2014 Principles revise the Committee’s 2010 Principles for enhancing corporate governance (the “2010 Principles”), in which the Committee reflected on the lessons learned by many central […]
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Posted in Banking & Financial Institutions, Boards of Directors, Financial Regulation, Practitioner Publications
Tagged Bank boards, Banks, Basel Committee, Boards of Directors, Corporate culture, Executive Compensation, Financial institutions, Financial regulation, George Madison, International governance, Risk oversight, Sidley Austin
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