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July 2015
Exercise

An Activist Approach: Castle Rock-Fultons-Remingtons

By: Guhan Subramanian and Kait Szydlowski

A three party, multiple-issue negotiation exercise dealing with a potential merger between two leading department stores, called for by an activist investor hedge fund in a letter to both companies. Company management will now attempt to navigate next moves, which are... View Details

Keywords: Negotiation; Activist Investors; Takeover Defense; Negotiation Types; Mergers and Acquisitions; Corporate Governance; Investment Activism; Retail Industry

15 Feb 2019
News

Small banks you've never heard of are quietly enabling the tech takeover of the financial industry

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... View Details

Keywords: Takeovers; COVID-19; Material Adverse Effect; Mergers and Acquisitions; Health Pandemics

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2006
Other Unpublished Work

The Effect of Takeover Defenses: Discussion Paper, Harvard Law School Olin Center for Law, Economics & Business

By: Lucian Arye Bebchuk, John C. Coates IV and Guhan Subramanian

Keywords: Acquisition; Integration

June 1998
Article

A New Takeover Defense Mechanism: Using an Equal Treatment Agreement as an Alternative to the Poison Pill

By: Guhan Subramanian

Keywords: Strategy; Agreements and Arrangements; Horizontal Integration

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April 2014
Article

Golden Parachutes and the Wealth of Shareholders

By: Lucian A. Bebchuk, Alma Cohen and Charles C.Y. Wang

Golden parachutes (GPs) have attracted substantial attention from investors and public officials for more than two decades. We find that GPs are associated with higher expected acquisition premiums and that this association is at least partly due to the effect of GPs... View Details

Keywords: Golden Parachute; Acquisitions; Takeovers; Acquisition Takeover; Acquisition Likelihood; Acquisition Premiums; Agency Costs; Managerial Slack; Dodd-Frank; Executive Compensation; Acquisition; Corporate Governance; Business and Shareholder Relations

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November 2017
Supplement

Merging American Airlines and US Airways (B)

By: David G. Fubini, David A. Garvin and Carin-Isabel Knoop

Exhibit to Merging American Airlines and US Airways (A) case. In February 2013, US Airways announced that it would merge with American Airlines to create the world’s largest airline. Doug Parker, the CEO of US Airways, would become CEO of the new American Airlines... View Details

Keywords: Airlines; Merger; Takeover; Integration Strategy; Merger Integration; Mergers and Acquisitions; Decision Making; Governance; Management Teams; Operations; Organizational Culture; Air Transportation Industry; United States

January 2016 (Revised January 2019)
Supplement

The Allergan Board Under Fire (B)

By: Lynn S. Paine, Suraj Srinivasan, John C. Coates and David Lane

In 2014, the Allergan Inc. board of directors received a surprise takeover offer from Valeant Pharmaceuticals in alliance with hedge fund activist Bill Ackman's Pershing Square Capital Management. In the unprecedented arrangement between an acquirer and a hedge fund... View Details

March 2016 (Revised October 2023)
Case

Central European Distribution Corporation: Hostile Takeover, Bankruptcy Makeover

By: Stuart C. Gilson and Sarah L. Abbott

In early 2013, Central European Distribution Corporation (CEDC), a large publicly traded producer and distributer of vodka and spirits in Eastern and Central Europe, has suffered significant declines in its financial performance, is at risk of defaulting on its debt,... View Details

Keywords: Hostile Takeover; Accounting Restatement; Activist Shareholder; Restructuring; Mergers and Acquisitions; Financial Statements; Corporate Governance; Investment Activism; Distribution Industry; Food and Beverage Industry; United States; Russia; Europe

September 2017
Article

Reexamining Staggered Boards and Shareholder Value

By: Charles C.Y. Wang and Alma Cohen

Cohen and Wang (2013) (CW2013) provide evidence consistent with market participants perceiving staggered boards to be value reducing. Amihud and Stoyanov (2016) (AS2016) contests these findings, reporting some specifications under which the results are not... View Details

Keywords: Staggered Boards; Takeover Defense; Antitakeover Provision; Firm Value; Delaware; Airgas; Governing and Advisory Boards; Corporate Governance; Value

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January 2016 (Revised January 2019)
Case

The Allergan Board Under Fire (A)

By: Lynn S. Paine, Suraj Srinivasan, John C. Coates and David Lane

In 2014, the Allergan Inc. board of directors received a surprise takeover offer from Valeant Pharmaceuticals in alliance with hedge fund activist Bill Ackman's Pershing Square Capital Management. In the unprecedented arrangement between an acquirer and a hedge fund... View Details

March 2018
Supplement

China Vanke: Battle for Control (C)

By: Lynn S. Paine, Charles C.Y. Wang, Dawn H. Lau and Anthony K. Woo

Baoneng calls for the removal of China Vanke's board of directors, citing as reasons the directors' mishandling of the Shenzhen Metro proposal as well as the company's various breaches of corporate governance requirements. Vanke defends itself against Baoneng's... View Details

Keywords: China Vanke; China Resources; Hostile Takeover; Board Of Directors; Shareholding Structure; Shareholder Rights; Asset Restructuring; Corporate Governance; Governing and Advisory Boards; Valuation; Business and Shareholder Relations; Real Estate Industry; China

March 2018
Supplement

China Vanke: Battle for Control (B)

By: Lynn S. Paine, Charles C.Y. Wang, Dawn H. Lau and Anthony K. Woo

China Resources expresses disagreement over the validity of the results of the board vote as announced by China Vanke. It further raises objections to Vanke's handling of the announcement as well as reiterates its doubts about the strategic rationale of the proposed... View Details

Keywords: China Vanke; China Resources; Hostile Takeover; Board Of Directors; Shareholding Structure; Shareholder Rights; Asset Restructuring; Corporate Governance; Governing and Advisory Boards; Valuation; Business and Shareholder Relations; Real Estate Industry; China

November 2017
Case

Third Point Paints a Target on Sotheby's

By: Lena G. Goldberg

When faced with the increasing accumulation of its stock by activist investors led by Daniel Loeb’s Third Point LLC and the activists’ stated objective to replace management and at least some Sotheby’s Board members, Sotheby’s, the world’s oldest auction house,... View Details

Keywords: Fiduciary Duties; Activists; Activist Investors; Rights Plan; Poison Pills; Takeover Defenses; Corporate Governance; Laws and Statutes; Lawsuits and Litigation; Ownership Stake; Value Creation; Crisis Management

December 2013
Article

How Do Staggered Boards Affect Shareholder Value? Evidence from a Natural Experiment

By: Alma Cohen and Charles C.Y. Wang

The well-established negative correlation between staggered boards (SBs) and firm value could be due to SBs leading to lower value or a reflection of low-value firms' greater propensity to maintain SBs. We analyze the causal question using a natural experiment... View Details

Keywords: Staggered Board; Takeover Defense; Antitakeover Provision; Proxy Fight; Tobin's; Firm Value; Agency Cost; Delaware; Chancery Court; Airgas; Governing and Advisory Boards; Corporate Governance

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2015
Working Paper

Staggered Boards and Shareholder Value: A Reply to Amihud and Stoyanov

By: Alma Cohen and Charles C.Y. Wang

In a paper published in the Journal of Financial Economics in 2013, we provided evidence that market participants perceive staggered boards to be on average value-reducing. In a recent response paper, Amihud and Stoyanov (2015) “contest” our results. They... View Details

Keywords: Staggered Boards; Takeover Defense; Antitakeover Provision; Firm Value; Agency Costs; Delaware; Chancery Court; Airgas; Governing and Advisory Boards; Acquisition; Corporate Governance; Business and Shareholder Relations; Delaware

March 2018 (Revised January 2021)
Case

China Vanke: Battle for Control (A)

By: Lynn S. Paine, Charles C.Y. Wang, Dawn H. Lau and Anthony K. Woo

In June 2016, the board of China Vanke, one of China’s largest and best-known private residential real estate developers, must vote on a proposed acquisition that is opposed by its largest shareholders, state-owned China Resources Co. and the lesser-known property... View Details

Keywords: China Vanke; China Resources; Hostile Takeover; Board Of Directors; Shareholding Structure; Shareholder Rights; Asset Restructuring; Corporate Governance; Governing and Advisory Boards; Valuation; Business and Shareholder Relations; Real Estate Industry; China

29 Nov 2022
Research & Ideas

Is There a Method to Musk’s Madness on Twitter?

Since Elon Musk, the world’s richest man, purchased Twitter for $44 billion last month, the company has undergone a series of abrupt shifts. Some changes, like Musk’s firing of 50 percent of the firm’s 7,000 employees, were deliberate. But others, like the walkout of... View Details

Keywords: by Christina Pazzanese, Harvard Gazette; Technology

December 2003 (Revised August 2004)
Case

Circon (A) (Abridged)

By: Brian J. Hall, Christopher Rose and Guhan Subramanian

In 1996, U.S. Surgical launched a hostile takeover bid against Circon Corp. CEO Richard Auhll recruited an old HBS friend, George Cloutier, to the Circon board to help him defend the company. Circon's primary defenses include a "poison pill" and a staggered board and... View Details

Keywords: Motivation and Incentives; Governing and Advisory Boards; Executive Compensation; Trust; Relationships; Acquisition; Business and Shareholder Relations; Medical Devices and Supplies Industry; United States

August 2000
Case

Mannesmann AG

By: Jay W. Lorsch and Katharina Pick

Explores the functioning of a German supervisory board in the context of a takeover bid made by a British company. View Details

Keywords: Corporate Governance; Mergers and Acquisitions; Governing and Advisory Boards; Cross-Cultural and Cross-Border Issues; Germany; United Kingdom

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