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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
A Quick Survey of Recent Developments in Public M&A Deal Terms
With the seeming full return of the public M&A market, we thought it was an opportune moment to reflect briefly on a number of recent trends in deal terms. The non-exhaustive list below is intended more as an observation rather than an analysis or judgment on the propriety of any of the terms. Some of […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Break fees, Deal protection, Fiduciary duties, Go-shop
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The Relationship Between the Lead Director and the CEO
A strong, productive relationship between the lead director and a company’s chief executive officer (“CEO”) will support improved corporate performance, as well as a more effective board of directors. Such a relationship between the lead director and the CEO can help a company execute its strategy more effectively, successfully navigate a crisis, complete a major […]
Click here to read the complete postThe 2011 Survey of Board Practices
The Conference Board, NASDAQ OMX and NYSE Euronext announced last week a research collaboration to document the state of corporate governance practices among publicly listed corporations in the United States. The centerpiece of the collaboration is The 2011 Board Practice Survey, which the three organizations are disseminating to their respective memberships. Findings will constitute the […]
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Posted in Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Boards of Directors, General counsel, General governance, Surveys, The Conference Board
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The Effect of Short-term Liquidity and Capacity Constraints on Industry Cooperation
A central theme in industrial organization is product market cooperation and price collusion, yet there is little empirical work in the area. In our paper, The Effect of Short-term Liquidity and Capacity Constraints on Industry Cooperation, which was recently made publicly available on SSRN, we attempt to bridge this gap. Using a novel dataset on […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Antitrust, Collusion, Liquidity
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Improving Multi-Jurisdictional, Merger-Related Litigation
In the past two years, the court system has seen a sharp increase in the volume of merger-related class-action lawsuits, particularly (but by no means exclusively) in the Delaware Court of Chancery. See John W. Molka III, Advisen Ltd., Securities Suits Abound in a Harsh 2009: An Advisen Quarterly Report—2009 Review 9–10; John W. Moka […]
Click here to read the complete postA 12-Step Program to Truly Good Corporate Governance
Good corporate governance is of the moment. It is talked and written about constantly by academics, the corporate governance community working for institutional investors and proxy advisors, boards of directors, corporate executives, corporate lawyers, judges, reporters and, yes, even politicians. Indeed, it is talked about and written about so often and at such length that […]
Click here to read the complete postWhy and How to Design a Contingent Convertible Debt Requirement
In our paper, Why and How to Design a Contingent Convertible Debt Requirement, which was recently made publicly available on SSRN, we develop a proposal for a contingent capital (CoCo) requirement. We show that CoCos can play a unique role alongside a standard minimum book value of equity ratio requirement. If properly designed, a CoCo […]
Click here to read the complete postThe New Face of M&A: How a Trillion Dollars Will Change the Strategic Landscape
1. The Trillion Dollar Question How would a trillion dollars affect the strategic M&A landscape? By now, virtually everybody who reads the financial press is aware that corporate cash balances are massive. In fact, the largest U.S. firms collectively have in excess of $1 trillion on their balance sheets. These firms have accumulated liquidity during […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Mergers & Acquisitions, Practitioner Publications
Tagged Cash reserves, Financing conditions, Growth rates, JPMorgan, Leverage, Liquidity
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