Publications

29 Jun 2014
News

Fight against short-termism is misdirected

20 May 2014
News

The Misdirected War on Corporate Short-Termism

July 2003 (Revised February 2004)
Background Note

M&A Legal Context: Standards Related to the Sale or Purchase of a Company

By: Carliss Y. Baldwin, Constance E. Bagley and James Quinn

Introduces students to the legal standards affecting officers and directors when selling or purchasing a company. Provides a practical understanding of the Revlon Standard, the Securities and Exchange Act of 1934, Rule 10b-5, and the legal criteria for a cause of... View Details

Keywords: Laws and Statutes; Law Enforcement; Government Legislation; Acquisition; Business Exit or Shutdown; Corporate Governance; Going Public; Courts and Trials

08 Oct 2024
Video

Can businesses make money by being good citizens?

January 2025
Case

Cyber Oversight: SolarWinds Board of Directors

By: Lynn S. Paine

In 2020, just two years after its IPO, information technology company SolarWinds discovered that it was the victim of an attack on its information systems by Russian hackers. The incident, known as the Sunburst attack, was costly for the company, and certain... View Details

Keywords: Corporate Governance; Corporate Accountability; Governing and Advisory Boards; Cybersecurity; Lawsuits and Litigation; Legal Liability; Business and Shareholder Relations; Risk Management; Information Technology Industry; United States; Texas; Delaware

November 2005 (Revised February 2006)
Case

Oracle vs. PeopleSoft (A)

By: Lynn S. Paine, Guhan Subramanian and David Millstone

Focuses on the hotly contested takeover battle between software rivals Oracle and PeopleSoft in 2003 and 2004. Raises novel issues of takeover law under Delaware corporate law as well as issues of fair competition under California law. A central issue is whether the... View Details

Keywords: Takeover; Fiduciary Duty; Mergers and Acquisitions; Applications and Software; Ethics; Law; Governing and Advisory Boards; Customer Focus and Relationships; Competition; Strategy; Information Technology Industry; United States

2019
Chapter

Appraisal after Dell

By: Guhan Subramanian

This essay presents new data on appraisal litigation and appraisal outs. I find that appraisal claims have not meaningfully declined in 2016 and that perceived appraisal risk, as measured by the incidence of appraisal outs, has increased since the Dell appraisal in May... View Details

Keywords: Valuation; Contracts; Negotiation Process

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May 2010
Article

Is Delaware's Antitakeover Statute Unconstitutional? Evidence from 1988-2008

By: Guhan Subramanian, Steven Herscovici and Brian Barbetta

Delaware's antitakeover statute, codified at Section 203 of the Delaware corporate code, is by far the most important antitakeover statute in the United States. When it was first enacted in 1988, three bidders challenged its constitutionality under the Commerce Clause... View Details

Keywords: Courts and Trials; Opportunities; Bids and Bidding; Laws and Statutes; Decisions; Change; Acquisition; United States

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

2019
Article

Go-Shops Revisited

By: Guhan Subramanian and Annie Zhao

A go-shop process turns the traditional M&A deal process on its head: rather than a pre-signing market canvass followed by a post-signing “no shop” period, a go-shop deal involves a limited pre-signing market check, followed by a post-signing “go shop” process to find... View Details

Keywords: Go-shop Process; Mergers and Acquisitions; Negotiation Process; Negotiation Deal; Performance Effectiveness; Technological Innovation

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... View Details

Keywords: Fiduciary Duties; Management Buy-out; Ethics; Valuation; Courts and Trials; Business and Shareholder Relations; Restructuring; Financial Services Industry; Computer Industry; Delaware

2014
Article

Delaware's Choice

By: Guhan Subramanian

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... View Details

Keywords: Governing and Advisory Boards; Laws and Statutes; Policy; Delaware

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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... View Details

Keywords: Fiduciary Duties; Management Buy-out; Mergers and Acquisitions; Valuation; Business and Shareholder Relations; Financial Services Industry; Computer Industry; Delaware

20 Jul 2022
News

Might Elon Musk Be Forced to Buy Twitter?

Fiduciary Duties and Equity-debtholder Conflicts

We use an important legal event to examine the effect of managerial fiduciary duties on equity-debt conflicts. A 1991 legal ruling changed corporate directors’ fiduciary duties in Delaware firms, limiting managers’ incentives to take actions that favor... View Details

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.... View Details

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

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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... View Details

Keywords: El Paso; Kinder Morgan; Goldman Sachs; Leo Strine; Conflicts Of Interest; Corporate Governance; Relationships; Lawsuits and Litigation; Energy Industry; Banking Industry; United States