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(102)
- News (9)
- Research (65)
- Events (2)
- Multimedia (2)
- Faculty Publications (41)
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- December 2004 (Revised July 2008)
- Case
Delaware Worldwide Corporation
By: Ronald W. Moore
Discusses the bankruptcy reorganization process, with an emphasis on valuation and capital structure. Serves as the basis for a bankruptcy reorganization game that has been used for many years in Creating Value Through Corporate Restructuring, a second-year finance... View Details
Keywords: Restructuring; Capital Structure; Insolvency and Bankruptcy; Financial Strategy; Valuation
Moore, Ronald W. "Delaware Worldwide Corporation." Harvard Business School Case 205-047, December 2004. (Revised July 2008.)
- April 2004
- Article
The Disappearing Delaware Effect
Subramanian, Guhan. "The Disappearing Delaware Effect." Journal of Law, Economics & Organization 20, no. 1 (April 2004). (Selected by academics as one of the "top ten" articles in corporate/securities law for 2004, out of 439 articles published in that year.)
- September 2023
- Case
Blackstone Credit and Delaware Basin Resources
By: Victoria Ivashina and Alys Ferragamo
- 2022
- Other Article
Freezeouts in Delaware and Around the World
Subramanian, Guhan. "Freezeouts in Delaware and Around the World." University of Pennsylvania Journal of Business Law 24, no. 4 (2022): 803–817.
- Summer 2015
- Article
The Effect of Delaware Doctrine on Freezeout Structure and Outcomes: Evidence on the Unified Approach
By: Fernan Restrepo and Guhan Subramanian
Historically, Delaware corporate law provided different standards of judicial review for buyouts by controlling shareholders (also known as "freezeouts") based on what transactional form was used: deferential business judgment review for freezeouts executed as tender... View Details
Restrepo, Fernan, and Guhan Subramanian. "The Effect of Delaware Doctrine on Freezeout Structure and Outcomes: Evidence on the Unified Approach." Harvard Business Law Review 5, no. 2 (Summer 2015): 205–236.
- Article
Patent Trolling Isn't Dead—It's Just Moving to Delaware
By: Lauren Cohen, Umit G. Gurun and Scott Duke Kominers
Cohen, Lauren, Umit G. Gurun, and Scott Duke Kominers. "Patent Trolling Isn't Dead—It's Just Moving to Delaware." Harvard Business Review (website) (June 28, 2017).
- 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
Cohen, Alma, and Charles C.Y. Wang. "How Do Staggered Boards Affect Shareholder Value? Evidence from a Natural Experiment." Journal of Financial Economics 110, no. 3 (December 2013): 627–641.
- 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
Wang, Charles C.Y., and Alma Cohen. "Reexamining Staggered Boards and Shareholder Value." Journal of Financial Economics 125, no. 3 (September 2017): 637–647.
- 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
Cohen, Alma, and Charles C.Y. Wang. "Staggered Boards and Shareholder Value: A Reply to Amihud and Stoyanov." Harvard Business School Working Paper, No. 16-097, February 2016.
- August 2010 (Revised March 2012)
- Supplement
The Dow Acquisition of Rohm and Haas (E)
By: Jay W. Lorsch and Melissa Barton
Dow completed the acquisition of Rohm and Haas and escaped a battle in a Delaware courtroom View Details
Lorsch, Jay W., and Melissa Barton. "The Dow Acquisition of Rohm and Haas (E)." Harvard Business School Supplement 411-005, August 2010. (Revised March 2012.)
- 2024
- Working Paper
The Real Effects of Bankruptcy Forum Shopping
By: Samuel Antill and Aymeric Bellon
Many non-Delaware firms strategically file for bankruptcy in Delaware. Should this "forum shopping" be allowed? This question has motivated six congressional bill proposals over decades of policy debate. Using a novel natural experiment and Census-Bureau microdata, we... View Details
Antill, Samuel, and Aymeric Bellon. "The Real Effects of Bankruptcy Forum Shopping." Working Paper, December 2024.
- 24 Mar 2010
- Working Paper Summaries
Fiduciary Duties and Equity-Debtholder Conflicts
Keywords: by Bo Becker & Per Stromberg
- September 2009 (Revised August 2011)
- Case
Scooter Lindley: The Formation Call
By: Lena G. Goldberg
Factors affecting decision making about appropriate types of business entities are 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... View Details
Keywords: Business Organization; Decision Choices and Conditions; Entrepreneurship; Investment; Lawsuits and Litigation; Delaware
Goldberg, Lena G. "Scooter Lindley: The Formation Call." Harvard Business School Case 310-036, September 2009. (Revised August 2011.)
- April 2017
- Article
The New Look of Deal Protection
By: Guhan Subramanian and Fernán Restrepo
Deal protection in mergers and acquisitions (M&A) evolves in response to Delaware case law and the business goals of acquirers and targets. We construct a new sample of M&A deals from 2003 to 2015 to identify four such areas of evolution in current transactional... View Details
Subramanian, Guhan, and Fernán Restrepo. "The New Look of Deal Protection." Stanford Law Review 69, no. 4 (April 2017): 1013–1074.
- 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
Baldwin, Carliss Y., Constance E. Bagley, and James Quinn. "M&A Legal Context: Standards Related to the Sale or Purchase of a Company." Harvard Business School Background Note 904-004, July 2003. (Revised February 2004.)
- 2019
- Chapter
Appraisal after Dell
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
Subramanian, Guhan. "Appraisal after Dell." Chap. 10 in The Corporate Contract in Changing Times: Is the Law Keeping Up? edited by Steven Davidoff Solomon and Randall Stuart Thomas, 222–243. University of Chicago Press, 2019.
- 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
Subramanian, Guhan, Steven Herscovici, and Brian Barbetta. "Is Delaware's Antitakeover Statute Unconstitutional? Evidence from 1988-2008." Business Lawyer 65, no. 3 (May 2010): 685–752. (Selected by academics as one of the “top ten” articles in corporate/securities law for 2010, out of 447 articles published in that year.)
- 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
- 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
Paine, Lynn S. "Cyber Oversight: SolarWinds Board of Directors." Harvard Business School Case 325-080, January 2025.