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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
Delaware Court Issues Guidance for M&A Transactions with Controlling Stockholders
Editor’s Note: Eduardo Gallardo is a partner focusing on mergers and acquisitions at Gibson, Dunn & Crutcher LLP. This post is based on a Gibson Dunn Client Alert by Mr. Gallardo and Brian M. Lutz, and concerns a judgment by Chancellor Strine of the Delaware Court of Chancery, available here. Another memo regarding the decision, […]
Click here to read the complete postEuropean Commission Draft Directive on Financial Transaction Tax
Editor’s Note: H. Rodgin Cohen is a partner and senior chairman of Sullivan & Cromwell LLP focusing on acquisition, corporate governance, regulatory and securities law matters. This post is based on a Sullivan & Cromwell LLP publication; the full version, including footnotes, is available here. The European Commission has published its proposal for a financial […]
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Posted in Banking & Financial Institutions, International Corporate Governance & Regulation, Practitioner Publications
Tagged Cross-border transactions, Europe, European Commission, Taxation
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Noble Prose: Sound Bites on Public M&A
Dealmakers working on public M&A transactions have recently seen increased focus on, and discussion of, what buyers and target boards “can” and “should” do in a sale context. Perhaps as a result of splashy headlines (such as the JCrew and Del Monte situations), market participants are more proactively asking what they need to be thinking […]
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Posted in Boards of Directors, Mergers & Acquisitions, Practitioner Publications
Tagged Board independence, Deal protection, Delaware cases, Delaware law, Disclosure, In re OPENLANE, infoGroup
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Credit Risk Transfer Governance
In the paper, Credit Risk Transfer Governance: The Good, the Bad, and the Savvy, which was recently made publicly available on SSRN, I examine credit risk transfer (CRT) transactions and focus on credit default swaps (CDSs), collateralized debt obligations (CDOs), and other securitization transactions. Governance research often focuses on the role of equityholders and directors […]
Click here to read the complete postDelaware Court Recognizes Need for Flexibility in Reviewing Sales Processes
The Delaware Court of Chancery has refused to enjoin an all-cash merger transaction negotiated by an actively engaged and independent board of directors, despite the fact that the sales process did not include customary features such as a fairness opinion or a fiduciary out, and the transaction was effectively locked up within a day by […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Delaware cases, Delaware law, Fairness review, Fiduciary outs, In re OPENLANE, Omnicare v. NCS Healthcare
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Did the Bailout Encourage Risk-Taking?
In the paper, Safer Ratios, Riskier Portfolios: Banks’ Response to Government Aid, which was recently made publicly available on SSRN, we investigate the effect of TARP on bank risk taking. One of the key features of the past decade has been an increased role of government regulation, which culminated in the bailout of over 700 […]
Click here to read the complete postSEC Proposes Rule 127B to Implement Section 621 of the Dodd-Frank Act
The SEC recently proposed Rule 127B to implement the prohibition under Section 621 of the Dodd-Frank Act on material conflicts of interest between securitization participants of an ABS and any investor in the ABS. The proposed rule includes exceptions for certain risk-mitigating hedging activities, liquidity commitments and bona fide market-making. The proposed rule is available […]
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Posted in Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Asset-backed securities, Dodd-Frank Act, Dodd-Frank s.621, Risk management, SEC, Securitization
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Preparing for “Proxy Access” Shareholder Proposals
Following the SEC’s decision not to seek a rehearing of the decision by the U.S. Court of Appeals for the District of Columbia Circuit vacating its “proxy access” rule (Rule 14a-11 under the Securities Exchange Act of 1934), the stay on the companion “private ordering” amendments to Rule 14a-8 was lifted and those amendments are […]
Click here to read the complete postThe Williams Act: A Truly “Modern” Assessment
Recently, a debate has emerged about the merits of certain proposed piecemeal reforms to the Williams Act’s 13(d) disclosure regime. The aim of our paper, The Williams Act: A Truly “Modern” Assessment, is to examine the implications of these proposals and to suggest that, before making any changes to the regime, the Commission should undertake […]
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