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 Co-Chair of the Harvard Program on Negotiation.  Prior to joining the Harvard faculty he spent three years at McKinsey & Company.

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 Co-Chair of 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, corporate law, 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. Nine of his articles have been selected as being among the “top ten” articles published in corporate and securities law in their respective years, among the 400+ articles that are published each year, by scholars in the field.   The recently-published two-volume treatise Law & Economics of Mergers & Acquisitions, which includes 33 “seminal” articles from the field over the past 45 years, contains four of his articles, more than from any other scholar. 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, Exelon’s $8 billion hostile takeover bid for NRG, and BankofAmerica’s $4.0 billion acquisition of Countrywide.  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), a Fortune 500 company in the automotive sector. 

Professor Subramanian holds degrees in Law, Economics, and Business from Harvard University.  

Books

  1. Commentaries and Cases on the Law of Business Organization

    This fourth edition is completely updated throughout. It now includes excerpts from important recent cases such as "Air Products v. Airgas" and "In re CNX Gas" and provides commentary on current developments, such as "Say on Pay," proxy access and the Dodd-Frank Act of 2010. A new chapter on executive compensation appears. The fourth edition provides additional contextual background for certain cases to help students better understand the court’s reasoning. The text continues to provide additional questions, connections to the empirical literature, and cross-country comparisons.

    Keywords: Business Organization; Lawsuits and Litigation;

    Citation:

    Allen, William T., Reinier Kraakman, and Guhan Subramanian. Commentaries and Cases on the Law of Business Organization. 4th ed. Aspen Publishers, 2012. View Details
  2. Commentaries and Cases on the Law of Business Organization

    Updated throughout, the Third Edition of Commentaries and Cases on the Law of Business Organization continues to provide a refreshingly accessible economic analysis perspective. The distinguished team of authors introduces and explains economic concepts in a way that makes this sophisticated book clear and engaging for students.

    Keywords: Business Organization; Economics; Law;

    Citation:

    Allen, William T., Reinier H. Kraakman, and Guhan Subramanian. Commentaries and Cases on the Law of Business Organization. 3rd ed. Aspen Publishers, 2009. View Details

Journal Articles

  1. Delaware's Choice

    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, but is now a missed opportunity. Using this experience on staggered boards as a motivating case study, the article then examines a policy choice regarding Section 203 of the Delaware corporate code. Four facts are uncontested: (1) in the 1980s, federal courts established the principle that Section 203 must give bidders a "meaningful opportunity for success" in order to withstand scrutiny under the Supremacy Clause of the U.S. Constitution; (2) federal courts upheld Section 203 at the time, based on empirical evidence from 1985 to 1988 purporting to show that Section 203 did in fact give bidders a meaningful opportunity for success; (3) between 1990 and 2010, not a single bidder was able to achieve the 85% threshold required by Section 203, thereby calling into question whether Section 203 has in fact given bidders a meaningful opportunity for success; and (4) perhaps most damning, the original evidence that the courts relied upon to conclude that Section 203 gave bidders a meaningful opportunity for success was seriously flawed—so flawed, in fact, that even this original evidence supports the opposite conclusion: that Section 203 did not give bidders a meaningful opportunity for success. The constitutionality of Section 203 is therefore "in play," and, with the decline of the poison pill, a constitutional challenge against Section 203 will eventually come. Delaware could avoid this showdown by lowering Section 203's 85% threshold to 70%. Like the middle-ground approach on staggered boards, this amendment—to a single number—would also represent good policy: facilitating high-premium offers that attract a supermajority of disinterested shares, but also providing companies with reasonable insulation against opportunistic low-ball offers.

    Keywords: Governing and Advisory Boards; Laws and Statutes; Policy; Delaware;

    Citation:

    Subramanian, Guhan. "Delaware's Choice." Delaware Journal of Corporate Law (forthcoming). (Delivered as the 29th Annual Francis G. Pileggi Distinguished Lecture in Law in Wilmington, Delaware in November 2013.) View Details
  2. Does Shareholder Proxy Access Improve Firm Value? Evidence from the Business Roundtable Challenge

    We use the Business Roundtable's challenge to the SEC's 2010 proxy access rule as a natural experiment to measure the value of shareholder proxy access. We find that firms that would have been most vulnerable to proxy access, as measured by institutional ownership and activist institutional ownership in particular, lost value on October 4, 2010, when the SEC unexpectedly announced that it would delay implementation of the Rule in response to the Business Roundtable challenge. We also examine intra-day returns and find that the value loss occurred just after the SEC's announcement on October 4. We find similar results on July 22, 2011, when the D.C. Circuit ruled in favor of the Business Roundtable. These findings are consistent with the view that financial markets placed a positive value on shareholder access, as implemented in the SEC's 2010 Rule.

    Keywords: Financial Markets; Business and Shareholder Relations;

    Citation:

    Becker, Bo, Guhan Subramanian, and Daniel B. Bergstresser. "Does Shareholder Proxy Access Improve Firm Value? Evidence from the Business Roundtable Challenge." Journal of Law & Economics 56, no. 1 (February 2013): 127–160. View Details
  3. A New Era for Raiders

    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. View Details
  4. Is Delaware's Antitakeover Statute Unconstitutional? Evidence from 1988-2008

    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;

    Citation:

    Subramanian, Guhan. "Is Delaware's Antitakeover Statute Unconstitutional? Evidence from 1988-2008." Business Lawyer 65, no. 3 (May 2010). View Details
  5. Negotiation? Auction? A Deal Maker's Guide

    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;

    Citation:

    Subramanian, Guhan. "Negotiation? Auction? A Deal Maker's Guide." Harvard Business Review 87, no. 12 (December 2009). View Details
  6. The Powerful Antitakeover Force of Staggered Boards: Further Findings and a Reply to Symposium Commentators

    Keywords: Governance; Information; Communication;

    Citation:

    Bebchuk, Lucian Arye, John C. Coates IV, and Guhan Subramanian. "The Powerful Antitakeover Force of Staggered Boards: Further Findings and a Reply to Symposium Commentators." Stanford Law Review 55, no. 3 (December 2002). (Selected by academics as one of the "top ten" articles in corporate/securities law for 2003, out of 450 articles published in that year.) View Details
  7. The Influence of Anti-Takeover Statutes on Incorporation Choice: Evidence on the 'Race' Debate and Antitakeover Overreaching

    Keywords: Laws and Statutes; Decision Choices and Conditions; Debates;

    Citation:

    Subramanian, Guhan. "The Influence of Anti-Takeover Statutes on Incorporation Choice: Evidence on the 'Race' Debate and Antitakeover Overreaching." University of Pennsylvania Law Review 150, no. 6 (June 2002). View Details
  8. The Powerful Antitakeover Force of Staggered Boards: Theory, Evidence & Policy

    Keywords: Governance; Theory; Policy;

    Citation:

    Bebchuk, Lucian Arye, John C. Coates IV, and Guhan Subramanian. "The Powerful Antitakeover Force of Staggered Boards: Theory, Evidence & Policy." Stanford Law Review 54, no. 9 (June 2002). (Selected by academics as one of the "top ten" articles in corporate/securities law for 2002, out of 350 articles published in that year.) View Details
  9. A Buy-Side Model of M&A Lockups: Theory and Evidence

    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.) View Details

Cases and Teaching Materials

  1. Progress Energy and Duke Energy (A)

    Just as Duke Energy and Progress Energy announce their merger—forming the largest utility company in the United States, to be led by the current Progress CEO—a nuclear reactor owned by Progress suffers major damage and must be taken offline. While Progress grapples with the scope of the repairs and an increasingly skeptical insurance provider, the Duke board begins to doubt their choice for the leader of the combined companies.

    Keywords: Duke; Progress; nuclear energy; corporate governance; Energy Industry;

    Citation:

    Subramanian, Guhan, and Charlotte Krontiris. "Progress Energy and Duke Energy (A)." Harvard Business School Case 914-011, September 2013. (Revised March 2014.) View Details
  2. Remicade-Simponi

    This exercise models a negotiation between two pharmaceutical companies—Johnson & Johnson and Merck—concerning the international distribution rights for Remicade, a blockbuster anti-arthritis drug. At odds over the original distribution contract, the two companies enter a final negotiation session before they must take their case to arbitration. This exercise gives students the opportunity to experiment with creative deal structures as a response to a narrow legal dispute.

    Keywords: Johnson & Johnson; Merck; negotiation; Negotiation Participants; Negotiation Deal; Pharmaceutical Industry;

    Citation:

    Subramanian, Guhan, and Charlotte Krontiris. "Remicade-Simponi." Harvard Business School Teaching Plan 914-006, August 2013. View Details
  3. The K-Dow Petrochemicals Joint Venture

    This case follows a two-part deal involving Dow Chemicals: Dow's ill-fated joint venture with the Kuwait Petroleum Corporation, the failure of which nearly scuttled Dow's simultaneous acquisition of Rohm & Haas. Focusing on Dow CEO Andrew Liveris, this case examines the strategic interplay between private negotiations and their public presentation.

    Keywords: Dow Chemicals; Kuwait; financial crisis; Negotiation Process; Joint Ventures; Corporate Disclosure; Acquisition; Chemical Industry; Kuwait;

    Citation:

    Subramanian, Guhan, and Charlotte Krontiris. "The K-Dow Petrochemicals Joint Venture." Harvard Business School Teaching Plan 913-047, June 2013. View Details
  4. Fairstar Heavy Transport

    This case traces the efforts of Fairstar Heavy Transport, a heavy marine transportation company, to secure a contract associated with the development of the Greater Gorgon gas fields off the coast of Australia. It examines Fairstar's approach to a highly regimented bidding process, focusing on the interplay between the company's bid and its long-term position in a changing competitive landscape. In (B) and (C) sequels, the case reviews Fairstar CEO Philip Adkins's strategy in final price negotiations.

    Keywords: Fairstar; Gorgon; bidding; Bids and Bidding; Energy Sources; Shipping Industry; Australia;

    Citation:

    Subramanian, Guhan, and Charlotte Krontiris. "Fairstar Heavy Transport ." Harvard Business School Teaching Plan 913-045, June 2013. View Details
  5. Citigroup-Wachovia-Wells Fargo

    This case follows the events of a crucial week in the 2008 financial crisis, when the federal government orchestrated the sale of Wachovia Bank first to Citigroup and then, in a surprise move, to Wells Fargo. We examine the extraordinary relations between government agencies and private institutions, and evaluate prudent corporate responses in this atmosphere of crises.

    Keywords: Citigroup; Wachovia; Wells Fargo; FDIC; financial crisis; Acquisition; Financial Crisis; Banks and Banking; Business and Government Relations; Banking Industry; United States;

    Citation:

    Subramanian, Guhan, and Charlotte Krontiris. "Citigroup-Wachovia-Wells Fargo." Harvard Business School Teaching Plan 913-044, June 2013. View Details
  6. Bank of America-Merrill Lynch

    The case traces the events leading up to the acquisition of Merrill Lynch by Bank of America at the height of the recent financial crisis. It examines the interplay of public and private sector actors in this extraordinary time, focusing on the decisions that confronted Bank of America's board as Merrill Lynch's losses mounted in the months before the deal's close.

    Keywords: Bank of America; Merrill Lynch; financial crisis; Acquisition; Financial Crisis; Banks and Banking; Banking Industry; United States;

    Citation:

    Subramanian, Guhan, and Charlotte Krontiris. "Bank of America-Merrill Lynch." Harvard Business School Teaching Plan 913-046, June 2013. View Details
  7. The K-Dow Petrochemicals Joint Venture

    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, Rhea Ghosh, and Charlotte Krontiris. "The K-Dow Petrochemicals Joint Venture." Harvard Business School Case 912-002, September 2011. (Revised September 2013.) View Details
  8. Bank of America-Merrill Lynch

    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, March 2010. (Revised January 2012.) View Details
  9. Citigroup-Wachovia-Wells Fargo

    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, October 2009. (Revised November 2011.) View Details
  10. Remicade/Simponi: Legal Memorandum

    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.) View Details
  11. Fairstar Heavy Transport (A)

    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, February 2011. (Revised January 2013.) View Details
  12. Remicade/Simponi: Confidential Instructions for Merck

    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;

    Citation:

    Subramanian, Guhan, and Rhea Ghosh. "Remicade/Simponi: Confidential Instructions for Merck." Harvard Business School Exercise 911-044, May 2011. (Revised July 2012.) View Details
  13. Remicade/Simponi: Confidential Instructions for Johnson & Johnson

    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;

    Citation:

    Subramanian, Guhan, and Rhea Ghosh. "Remicade/Simponi: Confidential Instructions for Johnson & Johnson." Harvard Business School Exercise 911-045, May 2011. (Revised July 2012.) View Details
  14. Negotiating Star Compensation at the USAWBL (A-1): Confidential Instructions for Jesse J.

    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;

    Citation:

    Larkin, Ian, James K. Sebenius, and Guhan Subramanian. "Negotiating Star Compensation at the USAWBL (A-1): Confidential Instructions for Jesse J." Harvard Business School Case 906-026, January 2006. (Revised October 2009.) View Details
  15. Negotiating Star Compensation at the USAWBL (A-2): Confidential Instructions for the Boston Sharks General Manager

    Keywords: Negotiation; Compensation and Benefits; Sports; Sports Industry; Boston;

    Citation:

    Larkin, Ian, James K. Sebenius, and Guhan Subramanian. "Negotiating Star Compensation at the USAWBL (A-2): Confidential Instructions for the Boston Sharks General Manager." Harvard Business School Supplement 906-027, January 2006. (Revised October 2009.) View Details
  16. Negotiating Star Compensation at the USAWBL (A-3): Confidential Instructions for Jesse J's Agent

    Citation:

    Larkin, Ian, James K. Sebenius, and Guhan Subramanian. "Negotiating Star Compensation at the USAWBL (A-3): Confidential Instructions for Jesse J's Agent." Harvard Business School Supplement 906-028, January 2006. (Revised October 2009.) View Details
  17. Cable & Wireless America

    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, July 2007. (Revised May 2008.) View Details
  18. The Elcer Products Transaction: Confidential Information for Elcer Products Division President

    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;

    Citation:

    Sebenius, James K., and Guhan Subramanian. "The Elcer Products Transaction: Confidential Information for Elcer Products Division President." Harvard Business School Exercise 908-036, December 2007. (Revised April 2008.) View Details
  19. Lazard LLC

    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, June 2007. (Revised March 2008.) View Details
  20. New York Magazine

    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. View Details
  21. Oracle vs. PeopleSoft (A)

    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, November 2005. (Revised February 2006.) View Details
  22. Circon (A)

    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, March 2001. (Revised December 2003.) View Details
  23. Frasier (A)

    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, May 2001. (Revised June 2002.) View Details
  24. Anthony Neoh

    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. View Details
  25. EU Takeover Directive

    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, October 2001. (Revised December 2001.) View Details
  26. Extraterritorial Applications of Antitrust Law: U.S. and Japanese Approaches

    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;

    Citation:

    Subramanian, Guhan, and Michelle Kalka. "Extraterritorial Applications of Antitrust Law: U.S. and Japanese Approaches." Harvard Business School Background Note 902-067, October 2001. (Revised December 2001.) View Details
  27. Global Approaches to Anti-Corruption

    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;

    Citation:

    Hinsey, Joseph, Guhan Subramanian, and Michelle Kalka. "Global Approaches to Anti-Corruption." Harvard Business School Background Note 902-062, November 2001. View Details
  28. Lynton V. Harris & Madison "Scare" Garden (A)

    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, January 1997. (Revised October 2000.) View Details

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