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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
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Proxy Access: Only The Beginning
Editor’s Note: Francis H. Byrd is Senior Vice President, Corporate Governance & Risk Practice Leader at Laurel Hill Advisory Group. This post is based on a Laurel Hill newsletter. Related work on proxy access by the Program on Corporate Governance includes Private Ordering and the Proxy Access Debate by Bebchuk and Hirst, and the proceedings […]
Click here to read the complete postPoor Corporate Governance and the Diversification Discount
Two important sources of company value are governance and diversification. In our paper, How Much of the Diversification Discount Can Be Explained by Poor Corporate Governance? forthcoming in the Journal of Financial Economics, we investigate links between these two attributes. We seek to determine whether the negative association between firm value and diversification, established in […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Diversification, Firm valuation, Governance standards
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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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