Publications

Educators

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

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

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

Read Now

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

Educators

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

Educators

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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December 2016
Article

Deal Process Design in Management Buyouts

By: Guhan Subramanian

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... View Details

Keywords: Management Buyout; Deal Structuring; Acquisition; Design; Fairness

Read Now

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... View Details

Keywords: Valuation; Negotiation Offer; Government Legislation; Risk and Uncertainty; Mergers and Acquisitions; Contracts; Utilities Industry; Delaware; New Jersey

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... View Details

Keywords: Accounting; Corporate Accountability; Governing Rules, Regulations, and Reforms; History; Code Law; Managerial Roles; Corporate Social Responsibility and Impact; Private Ownership; United States

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

SSRN

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,... View Details

Keywords: Sean Silverthorne

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... View Details

Keywords: Acquisition; Negotiation Tactics; Contracts

Research Summary

Corporate Governance

By: Charles C.Y. Wang

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

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

Keywords: by Carmen Nobel; Food & Beverage; Retail; Advertising

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... View Details

Keywords: Mergers and Acquisitions; Corporate Governance; Valuation; Law

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... View Details

Keywords: Mergers and Acquisitions; Corporate Governance; Valuation; Law

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... View Details

Keywords: Sean Silverthorne

11 Jun 2013
First Look

First Look: June 11

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 involving... View Details

Keywords: Carmen Nobel

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... View Details

Keywords: Geographic Location; Globalized Firms and Management; Internet and the Web; Entrepreneurship; Business Startups; Web Services Industry; Delaware; Switzerland; Ukraine