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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
Delaware Decision Clarifies Standards for Third-Party Transactions with Controlled Companies
The Delaware Court of Chancery has suggested certain rules of the road when a third party acquires a company with a controlling stockholder. In re John Q. Hammons Inc., S’holder Litig., C.A. No. 758-CC (Del. Ch. Oct. 2, 2009). The case arose from the sale of John Q. Hammons Hotels, Inc., a publicly traded hotel […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Controlling shareholders, Delaware cases, Delaware law, In re John Q. Hammons
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Shareholders’ Say on Pay: Does it Create Value?
In our forthcoming Journal of Financial and Quantitative Analysis paper, Shareholders’ Say on Pay: Does it Create Value?, we investigate whether allowing shareholder votes on executive compensation increases shareholder wealth. We perform three experiments to examine this issue. In our primary experiment, we examine the market reaction to the passage of the House of […]
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Posted in Academic Research, Boards of Directors, Corporate Elections & Voting, Empirical Research, Executive Compensation
Tagged Say on pay, Shareholder proposals, Shareholder voting
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Deal Certainty – The Fallacy of a New Market
In the aftermath of the economic crisis that began in mid-2007, much ink has been spilled on the lessons learned by buyers and sellers regarding the pitfalls of deal certainty and the development of new paradigms for both financial and strategic buyers. Many assert that in the post-crash M&A market there has been substantial crosspollination […]
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Posted in Financial Crisis, Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Deal certainty, Strategic buyers
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Credit Derivatives Are Not ‘Insurance’
The superficial similarity of credit derivatives to typical insurance products, like property or life insurance, has caused some politicians and pundits to argue that credit derivatives are a form of insurance and should be regulated as such. The former director of the Commodities Futures Trading Commission (CFTC), which regulates most derivative products, declared: “A credit […]
Click here to read the complete postPerformance Sensitive Debt and CEOs’ Equity Incentives
In our paper, Negative Hedging: Performance Sensitive Debt and CEOs’ Equity Incentives, which was recently accepted for publication in the Journal of Financial and Quantitative Analysis, we examine whether performance sensitive debt (PSD) contracts enable executives to transfer value to themselves at the expense of shareholders. In particular, our paper tests whether the existence and […]
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Posted in Banking & Financial Institutions, Empirical Research, Executive Compensation, Practitioner Publications
Tagged Contracts, Debt contracts, Executive performance, Incentives, Performance sensitive debt
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M&A Practitioner Panel Discusses Delaware Takeover Cases
Editor’s Note: This post is part of the Delaware law series, which is cosponsored by the Forum and Corporation Service Company; links to other posts in the series are available here. Recently, in the Mergers & Acquisitions course at Harvard Law School, several preeminent mergers and acquisitions practitioners and academics discussed questions regarding Delaware case […]
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Posted in Mergers & Acquisitions, Program News & Events
Tagged Delaware cases, Delaware law
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Study Highlights Recent Trends in M&A Deal Terms
The Mergers & Acquisitions Committee of the American Bar Association’s Business Law Section recently released the 2009 Strategic Buyer/Public Target M&A Deal Points Study. I am the Co-Chair of the Committee’s M&A Market Trends Subcommittee and the Project Chair of the working group that compiled the Study. The Study examines key deal points in […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Fulbright, Strategic buyers
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M&A Break Fees: US Litigation vs. UK Regulation
In a recent working paper, M&A Break Fees: US Litigation vs. UK Regulation, I consider differences in M&A break fees between the UK and US systems. Despite generally similar economies and political systems, the UK and US restrict M&A break fees very differently. The UK, in essence, regulates them; the US governs them through litigation. […]
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Posted in Academic Research, Empirical Research, HLS Research, International Corporate Governance & Regulation, Legislative & Regulatory Developments, Mergers & Acquisitions
Tagged Break fees, Deal protection, UK
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The Changing Market Reaction to Reported Earnings
In our paper, Does the Stock Market See a Zero or Small Positive Earnings Surprise as a Red Flag?, which was recently accepted for publication in the Journal of Accounting Research, we investigate the stock market reaction to specific levels of reported earnings. Akerlof’s classic analysis of a market with information asymmetry suggests that […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Earnings disclosure, Stock performance
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Microsoft Adopts Triennial “Say on Pay” Policy
Microsoft’s Board of Directors recently became the first U.S. company to adopt a “say on pay” policy that will enable its shareholders to cast a non-binding, advisory vote every three years on compensation programs for the company’s senior executive officers. The first vote will occur at the company’s annual shareholders’ meeting on November 19. The […]
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