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  • 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... View Details
Keywords: Martha Lagace
  • 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
  • 11 Apr 2017
  • First Look

First Look at New Research, April 11

transaction but it was nevertheless approved, should T. Rowe pursue appraisal of its shares in the Delaware courts? Purchase this case: https://cb.hbsp.harvard.edu/cbmp/product/317088-PDF-ENG Harvard Business School Case 317-089 T. Rowe... View Details
  • 01 Apr 2014
  • First Look

First Look: April 1

  Publications August 2013 Delaware Journal of Corporate Law Delaware's Choice By: Subramanian, Guhan Abstract—This article first documents the shift to annual elections of all directors at most U.S. corporations and argues that the... View Details
Keywords: Sean Silverthorne
  • 15 Aug 2017
  • First Look

First Look at New Research and Ideas, August 15, 2017

https://www.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
  • 12 Jul 2011
  • First Look

First Look: July 12

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. This change... View Details
Keywords: Carmen Nobel
  • 09 Jul 2001
  • Research & Ideas

Does Misery Love Companies? How Social Performance Pays Off

shareholder wealth maximization when fulfilling their fiduciary duty (Orts, 1992), the Delaware Court endorsed this same idea in 1989 when it allowed Time's management to reject a lucrative tender offer from Paramount Communications to... View Details
Keywords: by Joshua D. Margolis & James P. Walsh
  • 25 Apr 2017
  • First Look

First Look at New Research, April 25

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 outside shareholders in every public company. Delaware courts and lawyers in transactional... View Details
Keywords: Sean Silverthorne
  • 26 Feb 2013
  • First Look

First Look: Feb. 26

advantage of a natural experiment involving two offsetting court rulings, separated by several weeks, that affected the antitakeover force of staggered boards for a subset of Delaware firms. We find evidence consistent with the hypothesis... View Details
Keywords: Sean Silverthorne
  • 09 Sep 2024
  • HBS Case

McDonald’s and the Post #MeToo Rules of Sex in the Workplace

boardroom in 2019, moved to the Delaware Court of Chancery in 2021, and ultimately led to a Securities and Exchange Commission sanction in 2023, which attracted HBS Baker Foundation Professor Lynn S. Paine to the tale. An expert on... View Details
Keywords: by Avery Forman; Food & Beverage
  • 20 Dec 2011
  • First Look

First Look: December 20

Per Strömberg Abstract 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'... View Details
Keywords: Carmen Nobel
  • 09 Mar 2010
  • First Look

First Look: March 9

legal event as a natural experiment to examine equity-debt conflicts in the vicinity of financial distress. A 1991 Delaware bankruptcy ruling changed the nature of corporate directors' fiduciary duties in that state. This change limited... View Details
Keywords: Martha Lagace
  • 17 May 2004
  • Research & Ideas

Why We Don’t Study Corporate Responsibility

our working definition to get the discussion and debate going would be: The purpose of the corporation is to produce and deliver goods and services in a manner that creates value for members of society. Q: Your paper quotes William Allen, former Chancellor of the View Details
Keywords: by Manda Salls
  • 28 May 2013
  • First Look

First Look: May 28

Abstract—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: Sean Silverthorne
  • 11 Mar 2008
  • First Look

First Look: March 11, 2008

significant advantage over other potential buyers. Taken as a whole, these findings suggest that the Delaware courts should generally permit go-shops as a means of satisfying a sell-side board's Revlon duties, but should pay close... View Details
Keywords: Martha Lagace
  • 10 Aug 2010
  • First Look

First Look: August 10

explored in the context of advising a prospective investor with particular emphasis on why LLCs are increasingly "go-to" entities. The potential effect of choice of organization on litigation outcomes is illustrated using the View Details
Keywords: Martha Lagace
  • 25 Jul 2017
  • First Look

First Look at New Research and Ideas: July 25, 2017

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 2016. After reviewing... View Details
Keywords: Carmen Nobel
  • 29 Jun 2007
  • First Look

First Look: June 29, 2007

triggered PeopleSoft's poison pill, threatening this maneuver would have given Oracle bargaining power that it could have used to pay a lower price in its negotiated acquisition. The Commentary closes with implications of this analysis for practitioners, boards of... View Details
Keywords: Martha Lagace
  • 31 Jan 2012
  • First Look

First Look: Jan. 31

Strömberg Publication:The Review of Financial Studies (forthcoming) Abstract 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... View Details
Keywords: Sean Silverthorne & Carmen Nobel
  • 23 Feb 2011
  • First Look

First Look: Feb. 23

a battle in a Delaware courtroom. Purchase this supplement:http://cb.hbsp.harvard.edu/cb/product/411005-PDF-ENG Financing Higher Education in Australia David A. Moss and Stephanie LoHarvard Business School Case 711-047 Even before... View Details
Keywords: Sean Silverthorne

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