-
Supported By:
Subscribe or Follow
HLS Faculty & Senior Fellows
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
Delaware Supreme Court Reverses Chancery Court in Airgas Case
In Airgas, Inc. v. Air Products and Chemicals, Inc., No. 649, 2010 (Del. Nov. 23, 2010), the Delaware Supreme Court, reversing the Chancery Court, held that a bylaw amendment moving up Airgas’s annual meeting by eight months was inconsistent with the company’s charter provision creating staggered terms for directors and permitted an improper removal of […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Airgas v. Air Products & Chemicals, Boards of Directors, Delaware cases, Delaware law, Staggered boards
Comments Off on Delaware Supreme Court Reverses Chancery Court in Airgas Case
Guiding Principles on Business and Human Rights
On 22 November 2010 I posted a draft of the “Guiding Principles for the Implementation of the UN ‘Protect, Respect and Remedy’ Framework” on my online consultation forum, available here, under my mandate as Special Representative of the U.N. Secretary General for Business and Human rights. The forum, intended to gather views from a broad […]
Click here to read the complete postA United Nations Blueprint to Promote Human Rights
Over the past decade, the United Nations has focused considerable attention on the protection of human rights in the conduct of global business. Leading this effort has been John Ruggie, a professor from Harvard’s Kennedy School of Government who was appointed Special Representative to the U.N. Secretary-General. In 2008, the U.N. Human Rights Council embraced […]
Click here to read the complete postCorporate Law and Political Spending
Last week we presented our article, Corporate Political Speech: Who Decides?, at the Harvard Law Review’s annual Supreme Court Forum. The article is featured in the Review’s Supreme Court issue. The final version of the paper includes a substantial addition from prior versions: A section assembling empirical evidence on the potential financial significance of political […]
Click here to read the complete postPricing Corporate Governance
Do markets appreciate and correctly price the corporate-governance provisions of companies? In new empirical research, Alma Cohen, Charles C.Y. Wang, and I show how stock markets have learned to price anti-takeover provisions. This learning by markets has important implications for both managements of publicly traded companies and their investors. In 2001, three financial economists – […]
Click here to read the complete postPremium Pay for Executive Talent
In the paper, Premium Pay for Executive Talent: An Empirical Analysis, which was recently made publicly available on SSRN, we study the extent to which executive talent affects executive compensation design. Although the effect of executive-specific characteristics on firm choices and outcomes is the subject of a large literature in organizational theory, economics, and finance, […]
Click here to read the complete postTest-Driving a Hybrid Go-Shop
By now dealmakers are no doubt familiar with the “go-shop” which gained popularity during the 2006-2008 LBO boom as an alternative formulation to the traditional “no-shop” in sale agreements for public company targets. In a number of recent strategic deals an interesting hybrid formulation has been used under which the traditional no-shop prohibitions on post-announcement […]
Click here to read the complete post
Posted in Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Go-shop, Leveraged acquisitions
1 Comment
Synthetic Ownership Arrangements for Ambush Equity Accumulation
We have recently witnessed equity accumulations on both sides of the Atlantic that were first announced long after they began and long after the acquiring parties had effectively passed applicable disclosure thresholds. Here in the U.S., Pershing Square and Vornado earlier this month announced a combined stake of almost 27% in J.C. Penney. And last […]
Click here to read the complete postOwnership Structure and the Cost of Corporate Borrowing
In the paper, Ownership Structure and the Cost of Corporate Borrowing, forthcoming in the Journal of Financial Economics, we study the financial consequences of the divergence between control rights and cash-flow rights in a large sample of companies across 22 East Asian and Western European countries during the period from 1996 to 2008. Specifically, we […]
Click here to read the complete post