Browsing HLS Scholarly Articles by Author "Subramanian, Guhan"

Now showing items 1-14 of 14

    • Corporate Governance 2.0 

      Subramanian, Guhan (Graduate School of Business Administration, Harvard University, 2015)
      The article cites several examples of questionable corporate governance including those involving retailer J. C. Penney, bank J. P. Morgan Chase & Co., and drug company Allergan, and discusses principles the author believes ...

    • Delaware's Choice 

      Subramanian, Guhan (2015)
      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, ...

    • The Effect of Delaware Doctrine on Freezeout Structure & Outcomes: Evidence on the Unified Approach 

      Restrepo, Fernán; Subramanian, Guhan (Harvard Law School, 2015)
      Historically, Delaware corporate law provided different standards of judicial review for buyouts by controlling shareholders (also known as “freezeouts”). The standards were based on what transactional form was used: ...

    • The Effect of Delaware Doctrine on Freezeout Structure and Outcomes: Evidence on the Unified Approach 

      Restrepo, Fernan; Subramanian, Guhan (Harvard Law School, 2015)
      Historically, Delaware corporate law provided different standards of judicial review for buyouts by controlling shareholders (also known as “freezeouts”). The standards were based on what transactional form was used: ...

    • Fixing Freeze-outs 

      Subramanian, Guhan (Yale Law School, 2005)
      Freezeout transactions, in which a controlling shareholder buys out the minority shareholders, have occurred more frequently since the stock market downturn of 2000 and the Sarbanes-Oxley Act of 2002. While freezeouts were ...

    • The Influence of Antitakeover Statutes on Incorporation Choice: Evidence on the "Race" Debate and Antitakeover Overreaching 

      Subramanian, Guhan (University of Pennsylvania, 2002)
      Commentators have long debated whether competition among states for corporate charters represents a race to the top or a race to the bottom. Race-to-the-top advocates have recently gained ground in this debate on the basis ...

    • Is Delaware’s Antitakeover Statute Unconstitutional? Further Analysis and a Reply to Symposium Participants 

      Subramanian, Guhan; Herscovici, Steven; Berbetta, Brian (American Bar Association, 2010)
      In an Article published in the May 2010 issue of the Business Lawyer, we examined Delaware doctrine and presented new evidence to conclude that the empirical claim that the federal courts relied upon to uphold Delaware’s ...

    • Negotiation? Auction? A Deal Maker's Guide 

      Subramanian, Guhan (Harvard Business School Publishing, 2009)
      What's the best way to buy or sell an asset? Should you hold an auction and accept the most attractive offer? Or should you identify the most likely prospects and negotiate with them privately? Auctions became increasingly ...

    • A New Era for Raiders 

      Subramanian, Guhan (Harvard Business School Publishing, 2010)
      The article presents information on corporate methods of preventing hostile takeovers by corporate raiders, such as the poison pill strategy. It is noted that some of these techniques have become less popular and effective. ...

    • Oracle v. PeopleSoft: A Case Study 

      Millstone, David; Subramanian, Guhan (Students of the Harvard Law School, 2007)
      This case describes Oracle's hostile takeover bid to acquire PeopleSoft, which began with an unsolicited cash tender offer at $16.00 per share in June 2003 and ended with a negotiated deal at $26.50 per share in December ...

    • Placing Election Bylaws on the Corporate Ballot 

      Bebchuk, Lucian Arye; Ferrell, Frank A.; Kraakman, Reinier H.; Roe, Mark J.; Subramanian, Guhan (2005)
      This piece provides our amicus curiae brief in the case of American Federation of State, County & Municipal Employees Pension Plan v. American International Group, which is now under consideration by the Second Circuit ...

    • Post-Siliconix Freeze-outs: Theory and Evidence 

      Subramanian, Guhan (University of Chicago Press, 2007)
      At approximately the same time that the Sarbanes‐Oxley Act increased the costs associated with being a public company, important Delaware case law created a difference in the standard of judicial review for the two basic ...

    • The Powerful Antitakeover Force of Staggered Boards: Further Findings and a Reply to Symposium Participants 

      Bebchuk, Lucian Arye; Coates, John; Subramanian, Guhan (Stanford Law School, 2002)
      This paper develops and defends our earlier analysis of the powerful antitakeover force of staggered boards. We reply to five responses to our work, by Stephen Bainbridge, Mark Gordon, Patrick McGurn, Leo Strine, and Lynn ...

    • The Trouble with Staggered Boards: A Reply to Georgeson's John Wilcox 

      Bebchuk, Lucian Arye; Coates, John; Subramanian, Guhan (Prentice Hall Law & Business, 2003)
      In recent work, we presented evidence indicating that staggered boards have adverse effects on target shareholders. John Wilcox, the Vice-Chair of Georgeson, recently published a critique of our work, urging shareholders ...