Guhan Subramanian
H. Douglas Weaver Professor of Business Law; Joseph Flom Professor of Law and Business
Guhan Subramanian is the Joseph Flom Professor of Law and Business at the Harvard Law School and the Douglas Weaver Professor of Business Law at the Harvard Business School. He is the first person in the history of Harvard University to hold tenured appointments at both HLS and HBS. At HLS he teaches courses in negotiations and corporate law. At HBS he teaches in several executive education programs, such as Strategic Negotiations, Changing the Game, Making Corporate Boards More Effective, and the Advanced Management Program. He is the faculty chair for the JD/MBA program at Harvard University and the Vice-Chair for Research at the Harvard Program on Negotiation. Prior to joining the Harvard faculty he spent three years at McKinsey & Company.
Professor Subramanian's research explores topics in corporate governance and negotiations. He has published articles in the Stanford Law Review, the Yale Law Journal, the Harvard Business Review, and the Harvard Law Review, among other places. His work has been featured in the Wall Street Journal, the New York Times, the American Lawyer, The Deal, and Corporate Control Alert. His book Dealmaking: The New Strategy of Negotiauctions (W. W. Norton 2011) synthesizes the findings from his research and teaching over the past decade. This book has been translated into Chinese (Mandarin), German, Japanese, Portuguese, and Spanish. He is also a co-author on Commentaries and Cases on the Law of Business Organization (Aspen 4th ed. 2012), a leading textbook in the field of corporate law.
Professor Subramanian has been involved in major public-company deals such as Oracle’s $10 billion hostile takeover bid for PeopleSoft, Cox Enterprises’ $9 billion freeze-out of the minority shareholders in Cox Communications, the $7 billion leveraged buyout of Toys “R” Us, and Exelon’s $8 billion hostile takeover bid for NRG. He also advises individuals, boards of directors, and management teams on issues of dealmaking and corporate governance. Over the past 10 years he has been involved as an advisor or expert witness in deals or situations worth over $100 billion in total value. He is a director of LKQ Corporation (NASDAQ: LKQ), the leading supplier of recycled and refurbished auto parts in the U.S. and the U.K.
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Article
| Harvard Business Review
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A New Era for Raiders
Guhan Subramanian
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. An argument is presented that Section 203 of the corporate code of Delaware, which has been in force since 1988, could be overturned, which would further reduce antitakeover protections for the majority of U.S. firms.
Keywords: Strategy;
Mergers and Acquisitions;
United States;
Citation: Subramanian, Guhan. " A New Era for Raiders." Harvard Business Review 88, no. 11 (November 2010): 34.
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Article
| Business Lawyer
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Is Delaware's Antitakeover Statute Unconstitutional? Evidence from 1988-2008
Guhan Subramanian
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 and the Supremacy Clause of the U.S. Constitution. All three federal district court decisions upheld the constitutionality of Section 203 at the time, relying on empirical evidence indicating that Section 203 gave bidders a "meaningful opportunity for success," but leaving open the possibility that future empirical evidence might change this constitutional conclusion. This article presents the first systematic empirical evidence since 1988 on whether Section 203 gives bidders a meaningful opportunity for success. The question has become more important in recent years because Section 203's substantive bite has increased, as Exelon's recent hostile bid for NRG illustrates. Using a new sample of all hostile takeover bids against Delaware targets that were announced between 1988 and 2008 that were subject to Section 203 (n=60), we find that no hostile bidder in the past nineteen years has been able to avoid the restrictions imposed by Section 203 by going from less than 15% to more than 85% in its tender offer. At the very least, this finding indicates that the empirical proposition that the federal courts relied upon to uphold Section 203's constitutionality is no longer valid. While it remains possible that courts would nevertheless uphold Section 203's constitutionality on different grounds, the evidence would seem to suggest that the constitutionality of Section 203 is up for grabs. This article offers specific changes to the Delaware statute that would preempt the constitutional challenge. If instead Section 203 were to fall on constitutional grounds, as Delaware's prior antitakeover statute did in 1986, it would also have implications for similar antitakeover statutes in 32 other U.S. states, which along with Delaware collectively cover 92% of all U.S. corporations.
Keywords: Courts and Trials;
Opportunities;
Bids and Bidding;
Laws and Statutes;
Decisions;
Change;
Acquisition;
United States;
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Response
| Business Lawyer
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Is Delaware's Antitakeover Statute Unconstitutional? Further Evidence and a Reply to Symposium Commentators
Guhan Subramanian
Keywords: Laws and Statutes;
Communication;
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Journal Article
| Harvard Business Review
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Negotiation? Auction? A Deal Maker's Guide
Guhan Subramanian
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 popular after the internet opened wide the universe of potential bidders. The wrinkle is, auctions often set up win-lose relationships between buyers and sellers, says Subramanian, a professor at Harvard's schools of business and law. In many situations, negotiations lead to better results. Before you decide on a process, carefully consider the nature of the buyers, the characteristics of the asset in question, and your own priorities. If you can get enough of the right buyers to participate, an auction generally makes sense - unless you expect a wide range of valuations. In that case, an auction could leave a lot of money on the table - as it did in the sale of Cable & Wireless America. CWA's assets were uniquely strategic to the winner, but because it had to beat the second-highest bidder by only a little bit, the company got them at a price far below the value the deal actually generated. Can you write exact specifications for an asset? Then you probably won't go wrong with an auction. But specification can discourage creative collaboration between buyer and seller. If that will add value to your deal, or if a relationship is important, pursue a negotiation. Finally, examine your priorities. When discretion is critical, a negotiation will work better, but when you need a transparent, speedy process, an auction is the more sensible choice.
Keywords: Mergers and Acquisitions;
Decision Choices and Conditions;
Auctions;
Market Transactions;
Negotiation;
Relationships;
Strategy;
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Article
| Business Lawyer
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Go-Shop Provisions in Private Equity Deals: Evidence and Implications
Guhan Subramanian
Keywords: Equity;
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Article
| Harvard Law Review
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The Emerging Problem of Embedded Defenses
Guhan Subramanian
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Article
| Harvard Negotiation Law Review
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Bargaining in the Shadow of PeopleSoft's (Defective) Poison Pill
Guhan Subramanian
Keywords: Negotiation;
Software;
Information Technology Industry;
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Article
| Harvard Negotiation Law Review
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Oracle vs. PeopleSoft: A Case Study
D. Millstone and Guhan Subramanian
Keywords: Software;
Information;
Information Technology Industry;
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Article
| Journal of Legal Studies
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Post-Siliconix Freeze-Outs: Theory and Evidence
Guhan Subramanian
Keywords: Markets;
Theory;
Citation: Subramanian, Guhan. " Post-Siliconix Freeze-Outs: Theory and Evidence." Journal of Legal Studies 36, no. 1 (January 2007). (Selected by academics as one of the "top ten" articles in corporate/securities law for 2007, out of 484 articles published in that year.)
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Article
| Yale Law Journal
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Fixing Freezeouts
Guhan Subramanian
Keywords: Markets;
Citation: Subramanian, Guhan. " Fixing Freezeouts." Yale Law Journal 115, no. 1 (October 2005). (Selected by academics as one of the "top ten" articles in corporate/securities law for 2005, out of 410 articles published in that year.)
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Article
| Journal of Applied Corporate Finance
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Takeover Defenses and Bargaining Power
Guhan Subramanian
Keywords: Negotiation;
Integration;
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Article
| Journal of Law, Economics & Organization
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The Disappearing Delaware Effect
Guhan Subramanian
Citation: 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.)
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Article
| Yale Law Journal
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Bargaining in the Shadow of Takeover Defenses
Guhan Subramanian
Keywords: Negotiation;
Integration;
Citation: Subramanian, Guhan. " Bargaining in the Shadow of Takeover Defenses." Yale Law Journal 113, no. 3 (December 2003). (Selected by academics as one of the "top ten" articles in corporate/securities law for 2004, out of 439 articles published in that year.)
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Article
| Journal of Corporation Law
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The Drivers of Market Efficiency in Revlon Transactions
Guhan Subramanian
Keywords: Performance Efficiency;
Business Ventures;
Beauty and Cosmetics Industry;
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Article
| Stanford Law Review
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The Powerful Antitakeover Force of Staggered Boards: Further Findings and a Reply to Symposium Commentators
Lucian Arye Bebchuk, John C. Coates IV and Guhan Subramanian
Keywords: Governance;
Information;
Communication;
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Article
| Corporate Governance Advisor
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The Trouble with Staggered Boards: A Reply to Georgeson's John Wilcox
Lucian Arye Bebchuk, John C. Coates IV and Guhan Subramanian
Keywords: Governance;
Communication;
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Article
| University of Pennsylvania Law Review
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The Influence of Anti-Takeover Statutes on Incorporation Choice: Evidence on the 'Race' Debate and Antitakeover Overreaching
Guhan Subramanian
Keywords: Laws and Statutes;
Decision Choices and Conditions;
Debates;
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Article
| Stanford Law Review
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The Powerful Antitakeover Force of Staggered Boards: Theory, Evidence & Policy
Lucian Arye Bebchuk, John C. Coates IV and Guhan Subramanian
Keywords: Governance;
Theory;
Policy;
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Article
| Stanford Law Review
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A Buy-Side Model of M&A Lockups: Theory and Evidence
John C. Coates IV and Guhan Subramanian
Keywords: Theory;
Mergers and Acquisitions;
Citation: Coates, John C., IV, and Guhan Subramanian. " A Buy-Side Model of M&A Lockups: Theory and Evidence." Stanford Law Review 53, no. 2 (November 2000). (Selected by academics as one of the 'top ten' articles in corporate/securities law for 2001, out of 300 articles published in that year.)
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Article
| Delaware Journal of Corporate Law
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A New Takeover Defense Mechanism: Using an Equal Treatment Agreement as an Alternative to the Poison Pill
Guhan Subramanian
Keywords: Strategy;
Agreements and Arrangements;
Horizontal Integration;
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Article
| Harvard Law Review
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Note, Using Capital Cash Flows to Value Dissenters' Shares in Appraisal Proceedings
Guhan Subramanian
Keywords: Capital;
Cash Flow;
Value;
Ownership;
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Supplement
| HBS Case Collection
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2013
Progress Energy and Duke Energy (B)
Guhan Subramanian and Charlotte Krontiris
Keywords: Duke;
Progress;
nuclear energy;
negotiation;
Citation: Subramanian, Guhan, and Charlotte Krontiris. "Progress Energy and Duke Energy (B)." Harvard Business School Supplement 913-043, May 2013.
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Case
| HBS Case Collection
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2013
Progress Energy and Duke Energy (A)
Guhan Subramanian and Charlotte Krontiris
Just as Duke Energy and Progress Energy announce their merger, forming the largest utility company in the United States, a nuclear reactor owned by Progress suffers major damage and must be taken offline. The CEO of the new company, Duke head Jim Rogers, must decide whether to repair or retire the broken reactor. This difficult decision is set against a background of deepening crisis as Duke copes with a regulatory investigation, an insurance impasse, and growing doubts about Progress's leadership.
Keywords: Duke;
Progress;
nuclear energy;
negotiation;
Energy Industry;
Citation: Subramanian, Guhan, and Charlotte Krontiris. "Progress Energy and Duke Energy (A)." Harvard Business School Case 913-042, May 2013.
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Case
| HBS Case Collection
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2012
(Revised from original 2011 version)
The K-Dow Petrochemicals Joint Venture
Guhan Subramanian, James K. Sebenius, Phillip Andrews and Rhea Ghosh
In 2007, the Dow Chemical Company and the Kuwait Petroleum Corporation announced plans to launch a multibillion-dollar joint venture. Later known as K-Dow Petrochemicals, it would be one of the largest manufacturers of chemicals and plastics in the world. Analysts widely hailed the planned joint venture as a game-changing deal for both companies. Shortly after the announcement, cable network CNBC requested an interview with Andrew Liveris, Dow's CEO, about this massive transaction. Liveris needed to decide how to respond. This case provides a brief background on the industry, both companies, and plans for the joint venture as of January 2008.
Keywords: Announcements;
Joint Ventures;
Chemical Industry;
Kuwait;
United States;
Citation: Subramanian, Guhan, James K. Sebenius, Phillip Andrews, and Rhea Ghosh. " The K-Dow Petrochemicals Joint Venture." Harvard Business School Case 912-002, April 2012. (Revised from original September 2011 version.)
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Case
| HBS Case Collection
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2012
(Revised from original 2010 version)
Bank of America-Merrill Lynch
Guhan Subramanian and Nithyasri Sharma
In September 2008, as Lehman Brothers struggled to survive, John Thain, CEO of Merrill Lynch, realized that his bank was also on the brink of failure. Throughout the weekend of September 13–14, 2008, Thain successfully negotiated a deal with Ken Lewis, CEO of Bank of America, for BofA to acquire Merrill. However, throughout the fourth quarter of 2008, Merrill's financial condition deteriorated at an alarming rate, with expected 4Q08 losses ballooning from $5.3 billion in November to over $12 billion by mid-December. Shareholders of both companies approved the deal on December 5, 2008, but soon after, Lewis telephoned Fed officials and declared he would invoke the MAC clause to exit the deal unless Fed officials provided government financial assistance. Fed officials instructed Lewis to "stand down" and not to invoke the MAC clause. As he convened his Board on December 22, 2008, Lewis had to make a decision. Should he close the deal "for the good of the country?" Or should he declare a MAC and exit the deal, potentially invoking the wrath of the U.S. government. Was there another way?
Keywords: Mergers and Acquisitions;
Financial Crisis;
Financing and Loans;
Negotiation Deal;
Business and Government Relations;
Banking Industry;
United States;
Citation: Subramanian, Guhan, and Nithyasri Sharma. " Bank of America-Merrill Lynch." Harvard Business School Case 910-026, January 2012. (Revised from original March 2010 version.)
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Case
| HBS Case Collection
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2011
(Revised from original 2009 version)
Citigroup-Wachovia-Wells Fargo
Guhan Subramanian and Nithyasri Sharma
In late September 2008, amidst the spiraling financial crisis, many firms on Wall Street were in a precarious position. One such institution was Wachovia, which entered acquisition talks with Citigroup and Wells Fargo. This case describes the development of these negotiations throughout the week of September 26–October 3, 2008 and explores the role of a company's Board of Directors and the role of government regulators, particularly the FDIC, during times of crisis.
Keywords: Mergers and Acquisitions;
Financial Crisis;
Insolvency and Bankruptcy;
Governing Rules, Regulations, and Reforms;
Governing and Advisory Boards;
Managerial Roles;
Banking Industry;
United States;
Citation: Subramanian, Guhan, and Nithyasri Sharma. " Citigroup-Wachovia-Wells Fargo." Harvard Business School Case 910-006, November 2011. (Revised from original October 2009 version.)
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Supplement
| HBS Case Collection
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2011
(Revised from original 2011 version)
Remicade/Simponi: Legal Memorandum
Guhan Subramanian, Guhan Subramanian and Rhea Ghosh
Supplements Remicade/Simponi: Confidential Instructions for Johnson & Johnson and Remicade/Simponi: Confidential Instructions for Merck.
Keywords: Law;
Legal Services Industry;
Citation: Subramanian, Guhan, and Rhea Ghosh. "Remicade/Simponi: Legal Memorandum." Harvard Business School Supplement 911-046, August 2011. (Revised from original April 2011 version.)
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Case
| HBS Case Collection
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2013
(Revised from original 2011 version)
Fairstar Heavy Transport (A)
Guhan Subramanian and Rhea Ghosh
In 2009, the small heavy marine transport company Fairstar entered into bidding on one of the largest contracts in the history of the industry. The case chronicles the company's year-long tendering process, leading up to a final make-or-break meeting.
Keywords: Negotiation Process;
Decision Making;
Contracts;
Transportation Industry;
Shipping Industry;
Citation: Subramanian, Guhan, and Rhea Ghosh. " Fairstar Heavy Transport (A)." Harvard Business School Case 911-036, January 2013. (Revised from original February 2011 version.)
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Supplement
| HBS Case Collection
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2013
(Revised from original 2011 version)
Fairstar Heavy Transport (B)
Guhan Subramanian and Rhea Ghosh
Supplements the (A) case.
Keywords: Truck Transportation;
Transportation Industry;
Citation: Subramanian, Guhan, and Rhea Ghosh. " Fairstar Heavy Transport (B)." Harvard Business School Supplement 911-042, January 2013. (Revised from original February 2011 version.)
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Exercise
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2012
(Revised from original 2011 version)
Remicade/Simponi: Confidential Instructions for Merck
Guhan Subramanian and Rhea Ghosh
This two-party negotiation exercise features a real-life dispute between Merck and Johnson & Johnson regarding European distribution rights to two highly lucrative drugs.
Keywords: Price;
Rights;
Agreements and Arrangements;
Negotiation Deal;
Problems and Challenges;
Risk and Uncertainty;
Pharmaceutical Industry;
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Exercise
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2012
(Revised from original 2011 version)
Remicade/Simponi: Confidential Instructions for Johnson & Johnson
Guhan Subramanian and Rhea Ghosh
This two-party negotiation exercise features a real-life dispute between Merck and Johnson & Johnson regarding European distribution rights to two highly lucrative drugs.
Keywords: Price;
Rights;
Agreements and Arrangements;
Negotiation Deal;
Problems and Challenges;
Risk and Uncertainty;
Europe;
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Supplement
| HBS Case Collection
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2013
(Revised from original 2011 version)
Fairstar Heavy Transport (C)
Guhan Subramanian and Rhea Ghosh
Supplements the (A) and (B) case.
Keywords: Transportation Industry;
Citation: Subramanian, Guhan, and Rhea Ghosh. " Fairstar Heavy Transport (C)." Harvard Business School Supplement 911-043, January 2013. (Revised from original February 2011 version.)
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Case
| HBS Case Collection
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2009
(Revised from original 2006 version)
Negotiating Star Compensation at the USAWBL (A-1): Confidential Instructions for Jesse J.
Ian Larkin, James K. Sebenius and Guhan Subramanian
In this three-party negotiation exercise, Jesse J, star center in the U.S.A. Women's Basketball League, with her agent, is negotiating a possible compensation package with the Boston Sharks involving a base salary, a possible share of team merchandising profits, and a performance incentive. Each player (Jesse J, her agent, the Sharks general manager) has a confidential brief as the basis for the negotiation.
Keywords: Compensation and Benefits;
Contracts;
Negotiation Process;
Negotiation Tactics;
Conflict and Resolution;
Sports;
Sports Industry;
United States;
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Supplement
| HBS Case Collection
|
2009
(Revised from original 2006 version)
Negotiating Star Compensation at the USAWBL (A-2): Confidential Instructions for the Boston Sharks General Manager
Ian Larkin, James K. Sebenius and Guhan Subramanian
Keywords: Negotiation;
Compensation and Benefits;
Sports;
Sports Industry;
Boston;
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Supplement
| HBS Case Collection
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2009
(Revised from original 2006 version)
Negotiating Star Compensation at the USAWBL (A-3): Confidential Instructions for Jesse J's Agent
Ian Larkin, James K. Sebenius and Guhan Subramanian
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Teaching Note
| HBS Case Collection
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2009
Citigroup-Wachovia-Wells Fargo (TN)
Guhan Subramanian and Nithyasri Sharma
Teaching Note for [910006].
Keywords: Financial Crisis;
Mergers and Acquisitions;
Financial Services Industry;
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Case
| HBS Case Collection
|
2008
(Revised from original 2007 version)
Cable & Wireless America
Guhan Subramanian and Eliot Sherman
Describes the auction of Cable & Wireless America (CWA), a bankrupt subsidiary of the British telecommunications company Cable & Wireless. While an initial "stalking-horse" bid valued the assets at $125 million, after a long day and night of bidding between eight groups, the best bid was in the high $60-million range. The sell-side team, comprised of bankers from the Blackstone Group and Greenhill, and lawyers from Wachtell Lipton and Kirkland & Ellis, is forced to regroup and reconsider their options for galvanizing the bidding process. Describes these events in detail, while providing information for students on CWA's history, the nature of Section 363 auctions, and the bidders who were involved in the process.
Keywords: Mergers and Acquisitions;
Insolvency and Bankruptcy;
Auctions;
Bids and Bidding;
Negotiation Process;
Citation: Subramanian, Guhan, and Eliot Sherman. " Cable & Wireless America." Harvard Business School Case 908-004, May 2008. (Revised from original July 2007 version.)
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Exercise
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2008
(Revised from original 2007 version)
The Elcer Products Transaction: Confidential Information for Elcer Products Division President
James K. Sebenius and Guhan Subramanian
In a six-party negotiation exercise, the TNDA Corp. plans to sell Elcer Products Division to one of four potential buyers (industrial, financial, U.S., German). This case contains confidential information for the Elcer Divisional management role. Challenges include how to set up and implement the most promising sales process, come up with the right deal, and choose the best tactical approach given each party's role and objectives. This negotiation exercise draws on and illustrates the "3-D Negotiation" logic of Lax and Sebenius.
Keywords: Mergers and Acquisitions;
Managerial Roles;
Negotiation Deal;
Negotiation Process;
Negotiation Tactics;
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Case
| HBS Case Collection
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2008
(Revised from original 2007 version)
Lazard LLC
Guhan Subramanian and Eliot Sherman
Describes Lazard's situation in 2001, and supplies context for the subsequent negotiation between its Chairman and his hand-picked successor. In 2001 Lazard, the last of the great investment houses to remain both private and in the control of its founding family, is in a state of decline. Infighting throughout the 1990s led to a defection of talent that left many wondering if Lazard could compete with the diversified financial behemoths of the 21st Century. It also left Chairman Michel David-Weill looking for a successor. David-Weill believes he has found one in M&A star Bruce Wasserstein: going into their negotiation, what should Wasserstein's strategy be?
Keywords: Mergers and Acquisitions;
Family Business;
Talent and Talent Management;
Selection and Staffing;
Management Succession;
Negotiation Tactics;
Financial Services Industry;
Citation: Subramanian, Guhan, and Eliot Sherman. " Lazard LLC." Harvard Business School Case 907-046, March 2008. (Revised from original June 2007 version.)
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Supplement
| HBS Case Collection
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2007
Interview with Tim Coleman of the Blackstone Group
Guhan Subramanian
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Case
| HBS Case Collection
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2007
New York Magazine
Guhan Subramanian and David Chen
Describes the events surrounding the sale of New York Magazine to Bruce Wasserstein in 2003. Wasserstein's last-second cash bid of $55 million surprised other potential buyers and allowed him to win ownership of the magazine.
Keywords: Journals and Magazines;
Auctions;
Bids and Bidding;
Negotiation Deal;
Publishing Industry;
Media and Broadcasting Industry;
Citation: Subramanian, Guhan, and David Chen. "New York Magazine." Harvard Business School Case 908-012, August 2007.
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Teaching Note
| HBS Case Collection
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2007
Oracle vs. PeopleSoft (TN) (A) and (B)
Lynn S. Paine, Guhan Subramanian and Aldo Sesia
Keywords: Software;
Technology;
Information Technology Industry;
Citation: Paine, Lynn S., Guhan Subramanian, and Aldo Sesia. "Oracle vs. PeopleSoft (TN) (A) and (B)." Harvard Business School Teaching Note 307-013, May 2007.
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Case
| HBS Case Collection
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2006
(Revised from original 2005 version)
Oracle vs. PeopleSoft (A)
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 PeopleSoft board's adoption of a "Customer Assurance Program" is a permissible move to protect customers or an impermissible takeover defense.
Keywords: Mergers and Acquisitions;
Software;
Ethics;
Law;
Governing and Advisory Boards;
Information Technology Industry;
United States;
Citation: Paine, Lynn S., Guhan Subramanian, and David Millstone. "Oracle vs. PeopleSoft (A)." Harvard Business School Case 306-058, February 2006. (Revised from original November 2005 version.)
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Supplement
| HBS Case Collection
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2005
Oracle vs. PeopleSoft (B)
Lynn S. Paine, Guhan Subramanian and David Millstone
Keywords: Software;
Information Technology Industry;
Citation: Paine, Lynn S., Guhan Subramanian, and David Millstone. "Oracle vs. PeopleSoft (B)." Harvard Business School Supplement 306-059, November 2005.
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Case
| HBS Case Collection
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2003
(Revised from original 2001 version)
Circon (A)
Brian J. Hall, Guhan Subramanian and Christopher A Rose
In 1996, U.S. Surgical launched a hostile takeover bid against Circon Corp. After building the company for 20 years, CEO Richard Auhll takes a defensive stand that includes inviting an old HBS friend (George Cloutier) to join the fight as a director of Circon. A "poison pill" and a staggered board serve as primary defense measures, leading to the longest-running takeover battle in U.S. corporate history. Issues of loyalty to a friend, executive incentives, executive entrenchment, and duty to shareholders collide as Cloutier realizes crucial corporate governance decisions have to be made.
Keywords: Motivation and Incentives;
Corporate Governance;
Medical Devices and Supplies Industry;
United States;
Citation: Hall, Brian J., Guhan Subramanian, and Christopher A Rose. " Circon (A)." Harvard Business School Case 801-403, December 2003. (Revised from original March 2001 version.)
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Case
| HBS Case Collection
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2002
(Revised from original 2001 version)
Frasier (B)
Guhan Subramanian and Michelle Kalka
Supplements the (A) case.
Keywords: Negotiation;
Television Entertainment;
Media and Broadcasting Industry;
Citation: Subramanian, Guhan, and Michelle Kalka. " Frasier (B)." Harvard Business School Case 801-448, August 2002. (Revised from original April 2001 version.)
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Case
| HBS Case Collection
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2002
(Revised from original 2001 version)
Frasier (A)
Guhan Subramanian and Michelle Kalka
In 2001, NBC entered into contract negotiations with Paramount Television Group to keep the hit show "Frasier" on the network. Paramount, the studio that produced the show, threatened to move "Frasier" to CBS, Paramount's sister network, if NBC did not agree to a substantially higher license fee than the one it was currently paying. This case follows Marc Graboff's (EVP of NBC West Coast) analysis of the situation.
Keywords: Negotiation;
Television Entertainment;
Media and Broadcasting Industry;
Citation: Subramanian, Guhan, and Michelle Kalka. " Frasier (A)." Harvard Business School Case 801-447, June 2002. (Revised from original May 2001 version.)
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Supplement
| HBS Case Collection
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2002
(Revised from original 2001 version)
Circon (B)
Brian J. Hall, Guhan Subramanian and Christopher A Rose
Supplements the (A) case.
Keywords: Motivation and Incentives;
Corporate Governance;
Medical Devices and Supplies Industry;
United States;
Citation: Hall, Brian J., Guhan Subramanian, and Christopher A Rose. " Circon (B)." Harvard Business School Supplement 801-404, May 2002. (Revised from original March 2001 version.)
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Case
| HBS Case Collection
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2002
Anthony Neoh
Guhan Subramanian, Michelle Kalka and Qian Sun
This case provides a brief history of the development of the Chinese securities market and details Anthony Neoh's involvement with it. It concentrates particularly on exploring issues specific to emerging markets.
Keywords: Development Economics;
Financial Markets;
Corporate Governance;
Emerging Markets;
Citation: Subramanian, Guhan, Michelle Kalka, and Qian Sun. " Anthony Neoh." Harvard Business School Case 902-204, March 2002.
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Case
| HBS Case Collection
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2001
(Revised from original 2001 version)
EU Takeover Directive
Guhan Subramanian and Michelle Kalka
The draft 13th Company Law Directive, originally written in the 1980s and first formally proposed in 1990, was intended to harmonize the takeover laws of the member states of the European Union (EU). From its inception, though, this bill was controversial. Nations without a history of corporate takeovers, such as Germany, feared that the legislation would disrupt the social contract between labor and management. Nations more familiar with takeovers, such as the United Kingdom, worried that the directive would upset their established system of regulation. EU officials, therefore, had to craft a delicate balance between these competing interests to achieve an EU-wide takeover policy. This challenge has proven extremely difficult--so difficult, in fact, that nearly two decades after first being proposed, the EU Takeover Directive still has not been enacted into law. This case follows the attempts to get the law passed, from its approval by the EU ministers in June 1999 to its ultimate failure, largely at the hands of Germany, in July 2001. A copy of the directive is also included.
Keywords: Conflict of Interests;
Mergers and Acquisitions;
Laws and Statutes;
Policy;
Problems and Challenges;
Cross-Cultural and Cross-Border Issues;
Germany;
United Kingdom;
European Union;
Citation: Subramanian, Guhan, and Michelle Kalka. " EU Takeover Directive." Harvard Business School Case 902-066, December 2001. (Revised from original October 2001 version.)
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Background Note
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2001
(Revised from original 2001 version)
Extraterritorial Applications of Antitrust Law: U.S. and Japanese Approaches
Guhan Subramanian and Michelle Kalka
This case describes the differebt approaches the United States and Japan have taken to extend the jurisdiction of their antitrust laws to foreign companies. The section on the United States, in particular, focuses on the evolving logic of the Supreme Court in dealing with these issues. It presents the case of United States vs. Nippon Paper Industries Co. Ltd. and demonstrates the difficulties of applying somewhat abstract principles of jurisdiction to a real-life situation.
Keywords: Laws and Statutes;
Lawfulness;
Government Legislation;
Policy;
Business or Company Management;
Government and Politics;
Pulp and Paper Industry;
United States;
Japan;
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Supplement
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2001
(Revised from original 2001 version)
Circon (C)
Brian J. Hall, Guhan Subramanian and Christopher A Rose
Supplements the (A) case.
Keywords: Motivation and Incentives;
Corporate Governance;
Medical Devices and Supplies Industry;
United States;
Citation: Hall, Brian J., Guhan Subramanian, and Christopher A Rose. " Circon (C)." Harvard Business School Supplement 801-405, December 2001. (Revised from original March 2001 version.)
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Background Note
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2001
Global Approaches to Anti-Corruption
Joseph Hinsey, Guhan Subramanian and Michelle Kalka
In the 1970s, a series of unpleasant revelations about corporate conduct, culminating in the public disclosure about unsavory business practices abroad by more than 400 U.S. corporations, jarred popular perceptions concerning business ethics. Congress responded by enacting the Foreign Corrupt Practices Act (FCPA) in late 1977. However, as time passed, U.S. businesses complained that they were at a competitive disadvantage to foreign companies because many countries lacked an equivalent to the U.S.'s FCPA. In December 1997, OECD member countries and five nonmember countries signed a Convention on Combating Bribery of Foreign Public Officials in International Business Transactions. All signatories agreed to introduce legislation making foreign bribery a crime. This case discusses anticorruption measures and provides a fictional case study to illustrate the issues involved in a more concrete way.
Keywords: Crime and Corruption;
Globalization;
Developing Countries and Economies;
Laws and Statutes;
Ethics;
Corporate Social Responsibility and Impact;
Information Industry;
United States;
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Background Note
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2001
Poison Pill, The
Guhan Subramanian
This case presents the history of the "poison pill" as an antitakeover defense. It includes excerpts from the crucial case of Moran vs. Household International.
Keywords: History;
Strategy;
Acquisition;
United States;
Europe;
Citation: Subramanian, Guhan. " Poison Pill, The." Harvard Business School Background Note 902-123, November 2001.
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Case
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2000
(Revised from original 1997 version)
Lynton V. Harris & Madison "Scare" Garden (A)
Michael A. Wheeler and Guhan Subramanian
A young entrepreneur, Lynton V. Harris, who successfully staged family-oriented shows in his native Australia and who had several entertainment ventures in the United States, is on the verge of signing an agreement with Madison Square Garden to jointly produce a new Halloween event. Both sides seem committed to the deal; but with the holiday looming, some key issues involving the sharing of profit (and risk) are still to be negotiated, not only between the principals but with key vendors. The continuing negotiations are the focal point of the deal, but the case includes rich descriptions of Harris's prior ventures, specifically how they enhanced his credibility at the bargaining table.
Keywords: Negotiation;
Entertainment and Recreation Industry;
New York (city, NY);
Citation: Wheeler, Michael A., and Guhan Subramanian. Lynton V. Harris & Madison " Scare" Garden (A). Harvard Business School Case 897-143, October 2000. (Revised from original January 1997 version.)
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