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- 2022
- Other Article
Freezeouts in Delaware and Around the World
- 2022
- Article
Pills in a World of Activism and ESG
By: Guhan Subramanian and Caley Petrucci
Easterbrook and Fischel’s The Economic Structure of Corporate Law advances their now famous passivity thesis, which posits that managers should remain passive in the face of an unsolicited tender offer for the company’s shares. Consistent with the broader...
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- November 2021
- Case
LKQ-Stahlgruber
By: Guhan Subramanian and Caeden Brynie
Through a combination of organic growth and acquisitions, LKQ Corp. became the leading aftermarket auto parts distributor in the U.S. by the early 2000s. Beginning in 2012, the company began similarly consolidating the European marketplace. However, by 2017, the...
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- June 2021
- Article
Deals in the Time of Pandemic
By: Guhan Subramanian and Caley Petrucci
The COVID-19 pandemic has brought new attention to the period between signing and closing in M&A transactions. Transactional planners heavily negotiate the provisions that govern the behavior of the parties during this window, not only to allocate risk between the...
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- 2020
- Book
Dealmaking: The New Strategy of Negotiauctions
Based on broad research and detailed case studies, Dealmaking provides the jargon-free, empirically sound advice you need to close the deal.
Leading dealmaking scholar Guhan Subramanian specializes in understanding how deals work. As a Harvard Business... View Details
Leading dealmaking scholar Guhan Subramanian specializes in understanding how deals work. As a Harvard Business... View Details
- 2019
- Article
Go-Shops Revisited
By: Guhan Subramanian and Annie Zhao
A go-shop process turns the traditional M&A deal process on its head: rather than a pre-signing market canvass followed by a post-signing “no shop” period, a go-shop deal involves a limited pre-signing market check, followed by a post-signing “go shop” process to find...
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- June 2019
- Exercise
Worldwide Studios: Confidential Instructions—Sam Star's Agent
By: Ken Basin and Guhan Subramanian
- June 2019
- Exercise
Worldwide Studios: Confidential Instructions—Worldwide Studios
By: Ken Basin and Guhan Subramanian
- 2019
- Chapter
Appraisal after Dell
This essay presents new data on appraisal litigation and appraisal outs. I find that appraisal claims have not meaningfully declined in 2016 and that perceived appraisal risk, as measured by the incidence of appraisal outs, has increased since the Dell appraisal in May...
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- February 2019 (Revised January 2020)
- Case
Pierre Foods Acquisition of Advance Foods (A)
By: Guhan Subramanian and Mike Harmon
This case (A), and its related cases (B-E), establish a setting to discuss an M&A transaction and some of the key legal contracts that are associated with it. In 2010, private equity backed food manufacturer Pierre Foods is contemplating the acquisition of a key...
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- February 2019 (Revised January 2020)
- Supplement
Pierre Foods Acquisition of Advance Foods (B-1): Stock Purchase Agreement—Buyer's Perspective
By: Guhan Subramanian and Mike Harmon
- February 2019 (Revised January 2020)
- Supplement
Pierre Foods Acquisition of Advance Foods (B-2): Stock Purchase Agreement—Seller's Perspective
By: Guhan Subramanian and Mike Harmon
- February 2019 (Revised January 2020)
- Supplement
Pierre Foods Acquisition of Advance Foods (C-1): Stockholders' Agreements—Majority Perspective
By: Guhan Subramanian and Mike Harmon
- February 2019 (Revised January 2020)
- Supplement
Pierre Foods Acquisition of Advance Foods (C-2): Stockholders' Agreements—Minority Perspective
By: Guhan Subramanian and Mike Harmon
- February 2019 (Revised March 2021)
- Supplement
Pierre Foods Acquisition of Advance Foods (D-1): Credit Agreement—Borrower Perspective
By: Guhan Subramanian and Mike Harmon
- February 2019 (Revised March 2021)
- Supplement
Pierre Foods Acquisition of Advance Foods (D-2): Credit Agreement—Lender Perspective
By: Guhan Subramanian and Mike Harmon