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- November 2021 (Revised October 2024)
- Background Note
Legal Analysis: Fiduciary Duties for Managers
By: J.S. Nelson and Trevor Fetter
This note describes the essential legal responsibilities of managers and company directors toward investors and other parties. These include basic fiduciary duties of loyalty, obedience, good faith and care, as well as duties that relate to... View Details
Nelson, J.S., and Trevor Fetter. "Legal Analysis: Fiduciary Duties for Managers." Harvard Business School Background Note 322-073, November 2021. (Revised October 2024.)
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
Becker, Bo, and Per Stromberg. "Fiduciary Duties and Equity-Debtholder Conflicts." Harvard Business School Working Paper, No. 10-070, February 2010. (Revised June 2011, November 2011.)
- 24 Mar 2010
- Working Paper Summaries
Fiduciary Duties and Equity-Debtholder Conflicts
Keywords: by Bo Becker & Per Stromberg
- December 2022
- Article
Conflicting Interests and the Effect of Fiduciary Duty: Evidence from Variable Annuities
By: Mark Egan, Shan Ge and Johnny Tang
We examine the variable annuity market to study conflicts of interest and the effect of fiduciary duty in brokerage markets. Insurers typically pay brokers higher commissions for selling more expensive annuities. Our results indicate that sales are four times as... View Details
Keywords: Variable Annuity; Brokers; Fiduciary Duty; Finance; Investment; Insurance; Conflict of Interests; Financial Services Industry; Insurance Industry; United States
Egan, Mark, Shan Ge, and Johnny Tang. "Conflicting Interests and the Effect of Fiduciary Duty: Evidence from Variable Annuities." Review of Financial Studies 35, no. 12 (December 2022): 5334–5386.
- December 2019 (Revised December 2020)
- Technical Note
A Short Note on Fiduciary Duties
By: Lena G. Goldberg, Rebecca Henderson and Amy W. Schulman
Goldberg, Lena G., Rebecca Henderson, and Amy W. Schulman. "A Short Note on Fiduciary Duties." Harvard Business School Technical Note 320-079, December 2019. (Revised December 2020.)
- November 2013 (Revised August 2023)
- Case
'These People are Fiduciaries...'
By: Lena G. Goldberg and Amy W. Schulman
The fiduciary duties of loyalty and care, the corporate opportunity doctrine and the business judgment rule are introduced in the context of three vignettes drawn from decided cases that explore: a classic test of loyalty when one partner elects to take advantage of an... View Details
Keywords: Fiduciaries; Fiduciary Duties; Management Practices and Processes; Ethics; Business Processes
Goldberg, Lena G., and Amy W. Schulman. "'These People are Fiduciaries...'." Harvard Business School Case 314-067, November 2013. (Revised August 2023.)
- July 1995
- Background Note
Managerial Duties and Business Law
By: Joseph L. Badaracco Jr. and Jerry Useem
Consists of excerpts from Principles of Corporate Governance, a set of legal guidelines that enumerates the principal duties of corporate managers and directors, including fiduciary duty, duty of care, and duty of fair dealing. Also addresses legal obligations relating... View Details
Keywords: Ethics; Corporate Governance; Retention; Common Law; Business or Company Management; Goals and Objectives; Managerial Roles
Badaracco, Joseph L., Jr., and Jerry Useem. "Managerial Duties and Business Law." Harvard Business School Background Note 395-244, July 1995.
- Article
Professionalism, Fiduciary Duty, and Health-Related Business Leadership
Expanding fiduciary duty to leaders of health-related businesses can help leaders meet the challenges of caring for not only the corporation and shareholders but also the patients and medical professionals. How should leaders of health-related businesses weigh the... View Details
Margolis, Joshua D. "Professionalism, Fiduciary Duty, and Health-Related Business Leadership." JAMA, the Journal of the American Medical Association 313, no. 18 (May 12, 2015): 1819–1820.
- 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
Goldberg, Lena G. "T. Rowe Price and the Dell Inc. MBO (A)." Harvard Business School Case 317-088, January 2017.
- Teaching Interest
Overview
By: John F. Batter
As as Senior Lecturer I teach the EC course Law, Management and Entrepreneurship (cross-listed in the General Management and Entrepreneurial Management Units) in both the Fall and Spring semesters. While I have retired from my public and private company litigation... View Details
- 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 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
Goldberg, Lena G. "T. Rowe Price and the Dell Inc. MBO (B)." Harvard Business School Supplement 317-089, January 2017.
- 16 Sep 2015
- Op-Ed
The Real Duty of the Board of Directors
Means, whose 1932 book The Modern Corporation and Private Property has been lauded as the most important business book of all time, our paper unveils new research on the legal framework underpinning fiduciary View Details
Keywords: by Robert G. Eccles & Tim Youmans
- July 2012
- Case
Barclays Capital and the Sale of Del Monte Foods
By: John Coates, Clayton Rose and David Lane
This case explores the reputational and legal issues that arise as Barclays Capital attempted to manage client conflicts by following established industry practice in the face of changing legal norms. In February 2011, Judge Travis Laster granted a preliminary... View Details
Keywords: Client Management; Fiduciary Duty; Mergers ＆ Acquisitions; Investment Banking; Private Equity; Ethics; Finance; Reputation; Banking Industry; United States
Coates, John, Clayton Rose, and David Lane. "Barclays Capital and the Sale of Del Monte Foods." Harvard Business School Case 313-036, July 2012.
- 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
Goldberg, Lena G. "Third Point Paints a Target on Sotheby's." Harvard Business School Case 318-086, November 2017.
- January 2014 (Revised September 2015)
- Case
Mittal Steel's Pursuit of Arcelor (A)
By: Paul M. Healy and Penelope Rossano
Lakshmi Mittal, CEO of Mittal Steel, a UK-based company with Indian roots, took advantage of a weakened Arcelor that had successfully won a bidding war for Canadian steel company Dofasco, with an unsolicited bid to buy the company. Mittal's plans for acquiring Arcelor... View Details
Keywords: Fiduciary Duty; Steel; India; Europe; Governance; Mergers; Board Decisions; White Knight; Strategy; Negotiation; Mergers and Acquisitions; Corporate Governance; Cross-Cultural and Cross-Border Issues; Steel Industry; Canada; United Kingdom; Russia; India
Healy, Paul M., and Penelope Rossano. "Mittal Steel's Pursuit of Arcelor (A)." Harvard Business School Case 114-056, January 2014. (Revised September 2015.)
- January 2014 (Revised October 2014)
- Supplement
Mittal Steel's Pursuit of Arcelor (B)
By: Paul M. Healy and Penelope Rossano
Lakshmi Mittal, CEO of Mittal Steel, a UK-based company with Indian roots, took advantage of a weakened Arcelor that had successfully won a bidding war for Canadian steel company Dofasco, with an unsolicited bid to buy the company. Mittal's plans for acquiring Arcelor... View Details
- September 2015
- Supplement
Hexion/Apollo's Courtship of Huntsman Corporation (B)
By: Lena G. Goldberg and Danielle V. Holland
To be used with “Hexion/Apollo's Courtship of Huntsman Corporation (A)” HBS No. 316-028. View Details
Keywords: Fiduciary Outs; Topping Rights; Revlon Duties; Solvency Opinions; Reverse Termination Fees; Litigation Strategy; Lawsuits and Litigation; Mergers and Acquisitions
Goldberg, Lena G., and Danielle V. Holland. "Hexion/Apollo's Courtship of Huntsman Corporation (B)." Harvard Business School Supplement 316-046, September 2015.
- September 2015
- Case
Hexion/Apollo's Courtship of Huntsman Corporation (A)
By: Lena G. Goldberg and Danielle V. Holland
In July 2007, after several failed attempts to acquire Huntsman Corporation, Hexion/Apollo prevailed in a bidding war for the company and signed a definitive merger agreement. Apollo had down bid Huntsman during previous attempts to acquire the company, and Huntsman... View Details
Keywords: Fiduciary Outs; Topping Rights; Revlon Duties; Solvency Opinions; Reverse Termination Fees; Litigation Strategy; Law
Goldberg, Lena G., and Danielle V. Holland. "Hexion/Apollo's Courtship of Huntsman Corporation (A)." Harvard Business School Case 316-028, September 2015.