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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 Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Creeping Takeovers and Fiduciary Duties—A Recap
In In re Sirius XM Shareholder Litigation, [1] Delaware Chancellor Strine dismissed a complaint that the Sirius board had breached its fiduciary duties by adhering to the provisions of an investment agreement with Liberty Media that precluded the Sirius board from blocking Liberty Media’s acquisition of majority control of Sirius through open-market purchases made by […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Controlling shareholders, Delaware cases, Delaware law, Fiduciary duties, Takeovers
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Third Circuit Panel Strikes Down Court of Chancery’s Confidential Arbitrations
A three-judge panel of the U.S. Court of Appeals for the Third Circuit—issuing three opinions, a majority, concurrence, and dissent—today [Oct. 23, 2013] affirmed a district court ruling enjoining the Delaware Court of Chancery’s arbitration program. Click here to download a copy of the Court’s opinion. In 2009, the Delaware General Assembly enacted legislation empowering […]
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Posted in Court Cases, Practitioner Publications
Tagged Arbitration, Confidentiality, Delaware cases, Delaware law, U.S. federal courts
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Exclusive Forum Provisions: Is Now the Time to Act?
Exclusive forum provisions in corporate bylaws and certificates of incorporation are back on the agenda for many companies. We reviewed the trend data in a June 2012 briefing and predicted that few companies would adopt exclusive forum provisions until there was guidance from then-pending litigation in the Delaware Court of Chancery. That guidance came this […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications
Tagged Boards of Directors, Charter & bylaws, Delaware cases, Delaware law, Forum selection, Shareholder suits
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Predicting Future Merger Activity
The October 29, 2013 New York Times Deal Book article, “Frenzy of Deals, Once Expected, Seems to Fizzle,” has resulted in a number of requests for me to discuss merger activity and predict the level of future merger activity. In the course of a long career of advising on mergers, I’ve identified many of the […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Merger waves
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The Real Costs of Disclosure
In our paper, The Real Costs of Disclosure, which was recently made publicly available on SSRN, we analyze the effect of a firm’s disclosure policy on real investment. An extensive literature highlights numerous benefits of disclosure. Diamond (1985) shows that disclosing information reduces the need for each individual shareholder to bear the cost of gathering it. […]
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Posted in Academic Research, Accounting & Disclosure
Tagged Cost of capital, Disclosure, Earnings disclosure, Efficiency, Firm valuation, Information asymmetries, Short-termism
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Court Holds Merger Price Is Reliable Indicator of Fair Value
In a thoughtful and well-reasoned decision, the Delaware Court of Chancery held last week that the merger price produced by a “throrough, effective” sales process, “free from any spectre of self-interest or disloyalty,” can be the most reliable indicator of the value of shares in an appraisal proceeding. Huff Fund Investment Partnership v. CKx, Inc., No. […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Appraisal rights, Boards of Directors, Delaware cases, Delaware law, Fair values, Merger litigation
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Delaware Court Addresses Post-Merger Breach of Fiduciary Duty Claims
In In re Bioclinica, Inc. Shareholder Litigation, the Delaware Court of Chancery (VC Glasscock) dismissed a stockholder suit alleging that the members of a board of directors breached their fiduciary duty of loyalty in a sale process for a transaction that had since closed, and where plaintiffs’ allegations previously had been found insufficient to support […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Deal protection, Delaware cases, Delaware law, Duty of loyalty, Fiduciary duties, Shareholder suits, Tender offer
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Must Salmon Love Meinhard? Agape and Partnership Fiduciary Duties
In a 2004 lecture, Jeffrie Murphy noted that “John Rawls claimed that justice is the first virtue of social institutions,” but Murphy went on to ask “what if we considered agape to be the first virtue? What would law then be like?” A variant on Murphy’s question has been chosen as the motivating question for the […]
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Posted in Academic Research, Court Cases
Tagged Fiduciary duties, Partnerships
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The (Advisory) Ties That Bind Executive Pay
Editor’s Note: Robert Pozen is a senior lecturer at Harvard Business School and a senior fellow at the Brookings Institution. This post is based on an article by Mr. Pozen and Theresa Hamacher that originally appeared in the Financial Times. While shareholders of public companies in the UK and US have been voting on advisory […]
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