Posts from: Robert Clark


Harmony or Dissonance? The Good Governance Ideas of Academics and Worldly Players

Robert C. Clark is University Distinguished Service Professor at Harvard Law School. His article, Harmony or Dissonance? The Good Governance Ideas of Academics and Worldly Players, was recently published in the Spring 2015 issue of The Business Lawyer and is available here.

There are numerous players who have ideas about what are good or best corporate governance practices, but different players have different themes. My article, Harmony or Dissonance? The Good Governance Ideas of Academics and Worldly Players, originally delivered as a special lecture and recently published in The Business Lawyer, asks questions concerning ideas about what constitutes good corporate governance that are espoused by different players.

The article dwells briefly on seven categories of players: (1) academics, such as financial economists and law professors who resort heavily to empirical studies; and more worldly players such as (2) legislators, (3) governance rating firms, (4) large institutional investors, (5) corporate directors, (6) law firms that represent corporate clients on the defensive, and (7) courts. Are there discernible trends and patterns in the views espoused by these different categories of actors, despite all the differences among individual actors within each category? I believe there are such patterns, and offer some initial thoughts about the characteristic themes and different patterns of ideas about good corporate governance that we observe among the different categories of players. I then hypothesize about the reasons for these differences. My approach focuses on the motives and incentives driving the different players and how they take shape in the occupational situations inhabited by the players.

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Poll Ranks Harvard First in Strength of Business Law Faculty

A new poll, conducted by Brian Leitter of the University of Chicago Law School, and published here, identifies the top business law faculties. Harvard Law School was ranked first, coming ahead of second-place Columbia Law School by a large margin. The poll ranks faculties in terms of their strength in the business law areas, including antitrust, bankruptcy, commercial law, contracts, corporate law and finance, and securities regulation.

The HLS business law faculty listed by the poll’s conductors are Lucian Bebchuk, Robert C. Clark, John Coates, Einer Elhauge, Allen Ferrell, Jesse Fried, Louis Kaplow, Reinier Kraakmann, J. Mark Ramseyer, Mark J. Roe, Holger Spamann, Kathryn Spier, and Guhan Subramanian.

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Rodgin Cohen on the Future of M&A

The students of Professor Robert Clark’s and Vice Chancellor Leo Strine’s Mergers, Acquisitions, and Split-Ups class were recently treated to a fascinating discussion on the future of mergers and acquisitions, with a particular focus on transactions involving financial institutions, by Rodgin Cohen, the current chairman of Sullivan & Cromwell LLP. Mr. Cohen is one of the most influential private-sector players in the financial crisis—during September alone, Mr. Cohen acted as an adviser to Fannie Mae, Lehman Brothers Holdings Inc., Wachovia, Barclays PLC, American International Group Inc., J.P. Morgan Chase & Co. and Goldman Sachs Group Inc. in a variety of transactions.

Mr. Cohen talked about the current state of the financial system and the importance of confidence to the effective functioning of any financial system, before moving on to discuss a number of recent transactions. He focused on the significant differences in financial transactions, due to the regulatory overlay, and provided numerous insightful examples of recent transactions where these issues were of critical importance. He also provided specific examples of the government’s role, which facilitated transactions that involved asset sales without the assumption of all the corresponding liabilities, either explicitly, through stop-loss relief or capital adequacy exemptions. Mr. Cohen also provided interesting insights into what he expects in terms of forthcoming regulatory changes.

A video of the discussion can be accessed on the here.

Cross-Border Deals

Recently, in the Mergers, Acquisitions, and Split-Ups course here at Harvard Law School, which is co-taught by Professor Robert Clark and Vice Chancellor Leo Strine, Jr., three expert practitioners shared their insights on the complex cross-border transactions that increasingly define the M&A landscape.

The panelists included Raymond McGuire, the co-head of Global Investment Banking at Citigroup, Toby Myerson, the co-head of Paul Weiss‘ Mergers and Acquisitions Group and Scott V. Simpson, the head of the European Mergers and Acquisitions Group at Skadden, Arps, Slate, Meagher & Flom.

Ray started the discussion with an overview of global trends in M&A and cross border transactions. He emphasized how the market today is far more globally connected, and that the increase in LBO activity during the 2002 to 2007 period was coincident with increased use of debt, and in particular covenant light debt. He also highlighted issues with the subprime market, and the government bailout of certain institutions.

Toby and Scott focused on the European regime, and offered fascinating perspectives on the social and political considerations that underlie the differences between the European and US approaches. In particular, Scott noted the differences in the corporate governance regime. For example, certain European countries such as Germany require directors to consider broader corporate interests, such as employee interests, in responding to takeover offers, as opposed to the US model where shareholder interests are paramount. Toby and Scott also took the class through case studies of two recent cross-border deals that illustrate the application of these principles, as well as the quickly changing landscape facing M&A practioners. The first case, Mittal Steel’s acquisition of Arcelor, illustrated how lawyers could exploit international reconciliation requirements to delay an acquisition, thus giving the target the ability to shop for a higher price. Scott noted how this successful technique is no longer effective due to recent international harmonization. He then discussed Access Industries’ Basell Holdings acquisition of Lyondell Chemicals Company, where the parties needed to use another technique involving the separation of voting and economic interests using derivatives. In both cases, the panelists highlighted the social and political matters that inevitably arise when a foreign acquirer pursues a large target.

A video of the discussion can be accessed online here.

Regulatory Issues in Takeovers: section 13(d) & beyond

Last week here at Harvard Law School, Professor Robert Clark and Vice Chancellor Leo Strine treated the students of their Mergers, Acquisitions, and Spin-Offs class to another high-profile panel discussing current hot topics in M&A. On the agenda was section 13(d) of the 1934 Act and other, similar disclosure requirements for long and short positions, particularly as they relate to shareholder activism. The steep rise of synthetic securities has raised many questions of policy and interpretation regarding such requirements, as recently highlighted by the CSX/TCI decision (discussed on this blog here, here, and here). The panelists provided competing perspectives on these issues: On the “activist” investor side, the panel featured Roy Katzovicz of Pershing Square Capital Management and Marc Weingarten of Schulte Roth & Zabel. On the other side were Ted Mirvis of Wachtell, Lipton, Rosen & Katz and John Olson of Gibson, Dunn & Crutcher. Mirvis and Olson also spoke about shareholder activism in Professor Lucian Bebchuk‘s and Lecturer on Law Beth Young‘s Shareholder Activism class that same day. The video of the first event is available here, and that of the second event here.

Hedge Fund Activism

Recently, in the Mergers, Acquisitions, and Split-Ups course here at Harvard Law, co-taught by Professor Robert Clark and Vice Chancellor Leo Strine, Jr., practitioners from three major hedge funds gave a fascinating talk on the complex legal matters facing funds that take activist positions in publicly traded companies. The panel discussion, entitled Hedge Fund Activism, provided considerable practical insight on the range of regulatory, competitive, and political issues a fund manager must consider before participating actively in a contested election.

The panelists, including William Ackman and Roy Katzovicz of Pershing Square Capital, Sy Lorne of Millennium Partners, and Robert Knapp of Ironsides Partners, emphasized the regulatory risks hedge fund activists face–especially the antitrust and securities issues raised when a fund enters a proxy fight. The talk also addressed the effects of public perception of hedge funds and increased use of derivatives on fund activism. In addition, the panelists shared their insights on the complex voting issues that inevitably arise in a closely contested election–including which shareholders should have been entitled to vote, and which party should have prevailed.

A video of the discussion can be accessed online here.

Quick Look at a Cross-Border Deal

Recently, in the Mergers, Acquisitions, and Split-Ups course here at Harvard Law, co-taught by Professor Robert Clark and Vice Chancellor Leo Strine, Jr., two expert practitioners shared their insights on the complex cross-border transactions that increasingly define the M&A landscape. While the panelists provided guidance on the economic reasoning underlying cross-border deals, the discussion also featured fascinating perspectives on the social and political considerations that accompany most major international mergers.

The panelists included Richard Hall of Cravath, Swaine & Moore along with Scott V. Simpson of Skadden, Arps, Slate, Meagher & Flom, each of whom have served as counsel on some of the largest cross-border deals ever to close. The panelists took students through case studies of two recent cross-border deals that illustrate the sensitive issues that corporate counselors face in a major international merger: Mittal Steel’s acquisition of Arcelor, and Basell’s acquisition of Huntsman. The panelists offered an insider’s view of the negotiations in both transactions–and the social and political matters that inevitably arise when a foreign acquirer pursues a large target.

A video of the discussion can be accessed online here. (video no longer available)

Martin Lipton on the Future of Mergers and Acquisitions

Recently, the Mergers, Acquisitions, and Split-Ups course here at Harvard Law School, co-taught by Professor Robert Clark and Vice Chancellor Leo Strine, Jr., hosted a fascinating talk by Martin Lipton of Wachtell, Lipton, Rosen & Katz, entitled The Future of M&A. The audience was treated to a rare glimpse of the events that have shaped mergers for a generation through the eyes of one of the principal architects of modern corporate law.

The talk began with an intimate history of the developments that led to the conception of modern merger defenses. The students were treated to the definitive account of the development of the shareholder rights plan–more widely known as the “poison pill”–as well as the strategy that led to the successful defense of those measures before the Delaware courts. Questions from the audience led to an insightful discussion of changes in modern corporate governance–including shareholder activism, the increased presence of independent directors, and the prominence of private equity–and their effects on merger practice. The talk closed with an insider’s view on recent developments likely to shape merger practice in 2008 and beyond.

A video of the discussion can be accessed on the Program on Corporate Governance website here. The materials used in the presentation can be downloaded here. (video no longer available)

Panel Discussion on Private Equity Buyouts

Recently, the Mergers, Acquisitions, and Split-Ups course here at Harvard Law School, co-taught by Professor Robert Clark and Vice Chancellor Leo Strine, Jr., hosted a panel discussion entitled Private Equity Buyouts.  The candid discussion among the expert practitioners on the panel provided rare insights into the internal dynamics of private equity deals.

The panelists included Louis D’Ambrosio, Chief Executive Officer of Avaya, which was recently taken private by the Texas Pacific Group; Robert L. Friedman, Chief Legal Officer of Blackstone; and Eileen Nugent of Skadden, a leading corporate practitioner with extensive experience in leveraged buyout transactions.  In response to questions from Professor Clark, Vice Chancellor Strine, and the audience, the panel shared its insights on matters including the current deal environment for private equity, a board’s fiduciary duties when evaluating a private equity firm’s buyout offer, and the emergence and relevance of “go-shop” provisions in private equity transactions.

A video of the panel discussion is available for download here.

Go Dick! Smile.

Lawdragon‘s recent six-part profile on the corporate law curriculum at Harvard, Storming the Castle, has offered readers fascinating insights on a series of panel discussions sponsored by the Program on Corporate Governance and hosted here in Cambridge as part of Mergers, Acquisitions, and Split-Ups, a new course taught by Professor Robert Clark and Vice Chancellor Leo Strine.  (I introduced readers to the Lawdragon piece in earlier posts here and here.)

Part IV of the profile, however–entitled Go Dick! Smileis the showstopper.  That Part describes the panel on Spinoffs and Breakups: The Case of Time Warner, where opponents in the Carl Icahn/Time Warner proxy saga came before a packed room at Harvard Law to debrief the battle and its implications for the future of corporate governance.  Several of the major players in the proxy fight came to offer their perspective: Richard Parsons, CEO of Time Warner; Bruce Wasserstein, CEO of Lazard; Gene Sykes of Goldman Sachs; and Paul Cappuccio, Time Warner’s General Counsel.

All four offered candid and insightful reflections on Icahn’s attempt to influence corporate decisionmaking at Time Warner.  After acquiring about 3.5% of Time Warner’s stock, Icahn–who thought the shares badly undervalued–asked Parsons to spin off Time Warner’s massive cable division and undertake a $20 billion share buyback program to boost the stock price.  When Parsons–and other major shareholders–resisted, Icahn retained Lazard, who promptly prepared a 343-page report recommending that the Time Warner board split the company in four and proceed with Icahn’s proposed buyback.  Although Time Warner eventually agreed to buy back nearly $20 billion in shares, the company successfully resisted Icahn’s proposed asset sales.  (Whether that result was good for shareholders, of course, remains to be seen.)

All of the panelists, along with Professor Clark and Vice Chancellor Strine, seemed to agree that Icahn’s tactics revealed that Parsons did not as close a bead on the pulse of the investor community as he might have.  But the speakers also seemed to conclude that the Time Warner/Icahn story points to some of the limits of the influence even a well-heeled shareholder activist can exert on a major public company: as Gene Sykes, who advised Time Warner, indicated, Icahn was only able to push Parsons as far as fellow investors would allow.

Readers should absolutely check out the Lawdragon piece, available here, to see what lessons can be drawn from this rare and candid look inside a major proxy fight.  And if you’d like a firsthand look at the panelists and their debate, the Program on Corporate Governance has posted the video of the discussion here. (video no longer available)

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