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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
Reducing Insider Trading Risk at Hedge Fund Advisers
My recent article on “How hedge fund advisers can reduce insider trading risk,” in the Journal of Securities Law, Regulation & Compliance, Vol. 3, No. 2 (2010), discusses some of the approaches that hedge fund managers use to prevent insider trading violations. They include avoiding agreements to keep information confidential and giving heightened attention to […]
Click here to read the complete postResetting the Trigger on the Poison Pill: Selectica’s Unanticipated Consequences
In a recent paper, Paul Edelman and I critically examine the Delaware Chancery Court’s recent decision in Selectica, Inc. v. Versata Enters., Inc., 2010 Del. Ch. LEXIS 39 (Del. Ch. March 1, 2010). In that case, applying the Unocal test to the use of the NOL pill against a potential acquirer, the Court rejected Versata’s […]
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Posted in Academic Research, Court Cases, Mergers & Acquisitions
Tagged Delaware cases, Delaware law, Poison pills, Selectica v. Versata
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Versata Files Final Brief in Appeal of NOL Pill Case
Editor’s Note: This post relates to the appeal from the decision in Selectica, Inc. v. Versata, Inc., which was discussed on the Forum here and here. Versata’s final reply in the appeal is available here. This post is part of the Delaware law series, which is cosponsored by the Forum and Corporation Service Company; links […]
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Posted in Court Cases, Mergers & Acquisitions
Tagged Delaware cases, Delaware law, Poison pills, Selectica v. Versata
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Credit Default Swaps and the Empty Creditor Problem
In the paper, Credit Default Swaps and the Empty Creditor Problem, which was recently made publicly available on SSRN, my co-author, Martin Oehmke of Columbia University, and I propose a limited commitment model of credit default swaps. While many commentators have raised concerns about the ex-post inefficiency of the empty-creditor problem that arises when a […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Credit default swaps
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Supreme Court Limits Federal “Honest Services” Fraud Statute
Since the enactment of the “honest services” fraud statute, 18 U.S.C. § 1346, which defines the scope of the federal mail and wire fraud statutes to include the use of interstate means of communication to effect a “scheme or artifice to defraud … another of the intangible right of honest services,” federal prosecutors have used […]
Click here to read the complete postBoard Structure and Price Informativeness
In our paper, Board Structure and Price Informativeness, forthcoming in the Journal of Financial Economics, we theoretically and empirically identify important interactions between internal and external governance mechanisms. We find evidence that stock market monitoring is a substitute for board monitoring. The strength of this relation is influenced by other governance mechanisms such as pay-performance […]
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Posted in Academic Research, Boards of Directors, Empirical Research
Tagged Board independence, Board monitoring, Boards of Directors
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Bebchuk to Become President of the Western Economic Association International
The corporate governance and law and finance research of Lucian Bebchuk, Director of the Program on Corporate Governance, was recently recognized by the Western Economic Association International (WEAI). The WEAI elected Bebchuk to serve as its Vice-President during 2010-2011, President-elect during 2011-2012, and President during 2012-2013. Founded in 1922, WEAI is a non-profit, educational organization […]
Click here to read the complete postDelaware’s Antitakeover Statute Continues to Give Hostile Bidders a Meaningful Opportunity for Success
In their article, Is Delaware’s Antitakeover Statute Unconstitutional? Evidence from1988–2008, Professor Guhan Subramanian and co-authors Steven Herscovici and Brian Barbetta (“SHB”) claim to present “the first systematic empirical evidence since 1988 on whether Section 203 gives bidders a meaningful opportunity for success” after studying a small sample (sixty) of “hostile” or “unsolicited” tender offers for […]
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Posted in Academic Research, HLS Research, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications
Tagged Antitakeover, Bidders, Delaware law, Delaware legislation
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The Aftermath of Deepwater Horizon
The Deepwater Horizon incident is a seminal event for the offshore oil and gas industry. The ramifications will be felt by exploration and production companies, oilfield services companies and oilfield equipment manufacturers, both in the United States and around the world, for years to come in the form of a more difficult political environment, a […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Deepwater Horizons, Risk, Risk management
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The Determinants of Leverage and Pricing in Buyouts
In the paper, Borrow Cheap, Buy High? The Determinants of Leverage and Pricing in Buyouts, which was recently made publicly available on SSRN, my co-authors (Ulf Axelson at the London School of Economics; Tim Jenkinson at the University of Oxford, and Per Strömberg at the Stockholm School of Economics) and I empirically investigate the determinants […]
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Posted in Academic Research, Empirical Research, Private Equity
Tagged Buyouts, Leverage
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