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- All HBS Web (99)
- Faculty Publications (39)
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- January 2017
- Supplement
T. Rowe Price and the Dell Inc. MBO (B)
By: Lena G. Goldberg
After deciding to oppose the Dell MBO, T. Rowe Price, together with other dissident Dell shareholders, sought appraisal of their shares in the Delaware courts. The appraisal process resulted in a significant increase in the price to be paid to dissenting shareholders...
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Keywords:
Fiduciary Duties;
Management Buy-out;
Ethics;
Valuation;
Courts and Trials;
Business and Shareholder Relations;
Restructuring;
Financial Services Industry;
Computer Industry;
Delaware
Goldberg, Lena G. "T. Rowe Price and the Dell Inc. MBO (B)." Harvard Business School Supplement 317-089, January 2017.
- 2014
- Article
Delaware's Choice
This article first documents the shift to annual elections of all directors at most U.S. corporations and argues that the alternative of "ineffective" staggered boards would have been more desirable, as a policy matter, but is now a missed opportunity. Using this...
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Subramanian, Guhan. "Delaware's Choice." Delaware Journal of Corporate Law 39, no. 1 (2014). (Delivered as the 29th Annual Francis G. Pileggi Distinguished Lecture in Law in Wilmington, Delaware in November 2013. Selected by academics as one of the “top ten” articles in corporate/securities law for 2014, out of 560 articles published in that year.)
- January 2017
- Case
T. Rowe Price and the Dell Inc. MBO (A)
By: Lena G. Goldberg
T. Rowe Price’s mutual funds, separate accounts, institutional investors, and retirement accounts were, in the aggregate, Dell Inc.’s third largest shareholder in 2013 when Dell announced a management-led buyout, or MBO, structured as a merger. In considering whether...
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Keywords:
Fiduciary Duties;
Management Buy-out;
Mergers and Acquisitions;
Valuation;
Business and Shareholder Relations;
Financial Services Industry;
Computer Industry;
Delaware
Goldberg, Lena G. "T. Rowe Price and the Dell Inc. MBO (A)." Harvard Business School Case 317-088, January 2017.
- December 2016
- Article
Deal Process Design in Management Buyouts
Management buyouts (MBOs) are an economically and legally significant class of transaction: not only do they account for more than $10 billion in deal volume per year, on average, but they also play an important role in defining the relationship between inside and...
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Subramanian, Guhan. "Deal Process Design in Management Buyouts." Harvard Law Review 130, no. 2 (December 2016): 590–658.
- July 2012
- Case
El Paso's Sale to Kinder Morgan
By: John Coates, Clayton Rose and David Lane
On October 16, 2011, El Paso agreed to sell itself to Kinder Morgan for just over $21 billion. Shareholders filed suit, arguing that the process was tainted by conflict and that a higher price could be obtained. Delaware Chancellor Leo Strine agreed with the plaintiffs...
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Keywords:
El Paso;
Kinder Morgan;
Goldman Sachs;
Leo Strine;
Conflicts Of Interest;
Corporate Governance;
Relationships;
Lawsuits and Litigation;
Energy Industry;
Banking Industry;
United States
Coates, John, Clayton Rose, and David Lane. "El Paso's Sale to Kinder Morgan." Harvard Business School Case 313-021, July 2012.
- February 1998 (Revised December 1998)
- Case
Atlantic Energy/Delmarva Power & Light (A)
By: Benjamin C. Esty, Mathew M Millett and Tracy Aronson
Delmarva Power & Light and Atlantic Energy are neighboring electric utilities based in Delaware and New Jersey, respectively. In early 1996, they entered into merger negotiations, but were unable to reach an agreement on price because they could not agree on what...
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Keywords:
Valuation;
Negotiation Offer;
Government Legislation;
Risk and Uncertainty;
Mergers and Acquisitions;
Contracts;
Utilities Industry;
Delaware;
New Jersey
Esty, Benjamin C., Mathew M Millett, and Tracy Aronson. "Atlantic Energy/Delmarva Power & Light (A)." Harvard Business School Case 298-034, February 1998. (Revised December 1998.)
- 2011
- Working Paper
Fiduciary Duties and Equity-Debtholder Conflicts
By: Bo Becker and Per Stromberg
We use an important legal event as a natural experiment to examine the effect of management fiduciary duties on equity-debt conflicts. A 1991 Delaware bankruptcy ruling changed the nature of corporate directors' fiduciary duties in firms incorporated in that state....
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Keywords:
Borrowing and Debt;
Capital Structure;
Equity;
Insolvency and Bankruptcy;
Governing Rules, Regulations, and Reforms;
Laws and Statutes;
Conflict and Resolution;
Welfare or Wellbeing;
Delaware
Becker, Bo, and Per Stromberg. "Fiduciary Duties and Equity-Debtholder Conflicts." Harvard Business School Working Paper, No. 10-070, February 2010. (Revised June 2011, November 2011.)
- November 2010
- Technical Note
Technical Note: An Abridged History of the American Corporation
By: Rakesh Khurana, Andrew David Klaber and Eric Baldwin
This note examines the development of the corporate form in the United States from the eighteenth century to the present, focusing primarily on legal issues. It identifies several major trends in the history of the American corporation: the transition of corporations...
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Keywords:
Accounting;
Corporate Accountability;
Governing Rules, Regulations, and Reforms;
History;
Code Law;
Managerial Roles;
Corporate Social Responsibility and Impact;
Private Ownership;
United States
Khurana, Rakesh, Andrew David Klaber, and Eric Baldwin. "Technical Note: An Abridged History of the American Corporation." Harvard Business School Technical Note 411-069, November 2010.
- June 2021
- Article
Deals in the Time of Pandemic
By: Guhan Subramanian and Caley Petrucci
The COVID-19 pandemic has brought new attention to the period between signing and closing in M&A transactions. Transactional planners heavily negotiate the provisions that govern the behavior of the parties during this window, not only to allocate risk between the...
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Subramanian, Guhan, and Caley Petrucci. "Deals in the Time of Pandemic." Columbia Law Review 121, no. 5 (June 2021): 1405–1480.
- 01 Nov 2011
- First Look
First Look: Nov. 1
capital. Download the paper: http://www.hbs.edu/research/pdf/12-028.pdf Cases & Course Materials"In a Pickle: Barclays Capital and the Sale of Del Monte Foods (A) John Coates, Clayton Rose, and David LaneHarvard Business School Case 312-003 In February 2011,...
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Keywords:
Sean Silverthorne
- Research Summary
Corporate Governance
The characteristics and structure of boards of directors have important implications for firm performance. Professor Wang has found that firms with well-connected boards whose members have strong network connections provide economic benefits that are not immediately... View Details
- Forthcoming
- Article
Redemption Mechanisms in Poison Pills: Evidence on Pill Design and Law Firm Effects
By: Olivier Baum and Guhan Subramanian
We present the first evidence on the incidence of “trip wire” versus “last look” poison pills. Using a hand-collected data set of 130 poison pills implemented and/or amended between January 1, 2020 and March 31, 2023, we find that pills are almost evenly divided...
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- 26 Jun 2017
- Research & Ideas
How Cellophane Changed the Way We Shop for Food
Advertisement for DuPont Cellophane from The Saturday Evening Post, 1950. E.I. du Pont de Nemours & Company Advertising Department records (Accession 1803), Manuscripts and Archives Department, Hagley Museum and Library, Wilmington, View Details
- Research Summary
Overview
My focus is empirical financial accounting research, with particular interests in governance, valuation, M&A, and short-sellers. All three of my papers to date fall under the broad heading of “alternative governance mechanisms”—studies of how accounting information is...
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- Research Summary
Overview
My focus is empirical financial accounting research, with particular interests in governance, valuation, M&A, and short-sellers. All three of my papers to date fall under the broad heading of “alternative governance mechanisms”—studies of how accounting information is...
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- 18 Feb 2015
- First Look
First Look: February 18
deterrence effect. This leads to strong enforcement spillovers up the VAT chain. These findings confirm that when taking evasion into account, significant differences emerge between otherwise equivalent forms of taxation. February 2015 Harvard Business Law Review The...
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Keywords:
Sean Silverthorne
- 15 Aug 2017
- First Look
First Look at New Research and Ideas, August 15, 2017
https://pubwww.hbs.edu/faculty/Pages/item.aspx?num=53092 April 2017 Stanford Law Review The New Look of Deal Protection By: Subramanian, Guhan, and Fernan Restrepo Abstract—Deal protection in mergers and acquisitions (M&A) evolves in response to View Details
Keywords:
Sean Silverthorne
- 05 May 2003
- Research & Ideas
Sharing the Responsibility of Corporate Governance
interests of the corporation. Contrary to popular belief, this does not mean maximizing shareholder value without regard for the effect on employees, customers, suppliers, the environment, or the communities in which the corporation does business. The courts in View Details
Keywords:
by Carla Tishler
- February 2006 (Revised December 2009)
- Case
Pixamo-Inc., AG, or OOO?
Andrew Prihodko is forming a new venture, Pixamo, the next generation of online photo management and sharing sites. Pixamo's alpha site has generated over 1,000 users and a lot of information about registration and usage patterns. Prihodko must address a number of...
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Keywords:
Geographic Location;
Globalized Firms and Management;
Internet and the Web;
Entrepreneurship;
Business Startups;
Web Services Industry;
Delaware;
Switzerland;
Ukraine
Isenberg, Daniel J. "Pixamo-Inc., AG, or OOO?" Harvard Business School Case 806-123, February 2006. (Revised December 2009.)
- 03 Apr 2007
- First Look
First Look: April 3, 2007
important Delaware case law created a difference in the standard of judicial review for the two basic methods of freezing out minority shareholders. While a freeze-out executed as a statutory merger is subject to stringent...
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Keywords:
Martha Lagace