Guhan Subramanian

Harvard Business School

Douglas Weaver Professor of Business Law

Soldiers Field Road

Morgan 270C

Boston, MA 02163

United States

  • Harvard Business School

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    • Tel: 617-495-9784
    • Fax: 617-496-7379
SCHOLARLY PAPERS

34

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269

Scholarly Papers (34)

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1.

Oracle V. Peoplesoft: A Case Study

Harvard Negotiation Law Review, Forthcoming
Number of pages: 30 Posted: 12 Oct 2005
David Millstone and Guhan Subramanian
Independent and Harvard Business School
Downloads 4,492 (3,808)

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Takeovers, Oracle, PeopleSoft, poison pill, takeover defense

2.

The Powerful Antitakeover Force of Staggered Boards: Theory, Evidence, and Policy

Downloads 4,201 ( 4,288)
Citation 111

The Powerful Antitakeover Force of Staggered Boards: Theory, Evidence, and Policy

Stanford Law Review, Vol. 54, pp. 887-951, 2002, Harvard Law and Economics Discussion Paper No. 353
Number of pages: 66 Posted: 18 Mar 2002 Last Revised: 29 Apr 2009
Lucian A. Bebchuk, John C. Coates IV and Guhan Subramanian
Harvard Law School, Harvard Law School and Harvard Business School
Downloads 4,043 (4,464)
Citation 11

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Takeover, mergers and acquisitions, tender offers, takeover bids, defensive tactics, staggered boards, poison pills

The Powerful Antitakeover Force of Staggered Boards: Theory, Evidence and Policy

NBER Working Paper No. w8974
Number of pages: 73 Posted: 30 May 2002 Last Revised: 09 Apr 2022
Lucian A. Bebchuk, John C. Coates IV and Guhan Subramanian
Harvard Law School, Harvard Law School and Harvard Business School
Downloads 158 (320,252)
Citation 23

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3.

Bargaining in the Shadow of Takeover Defenses

Yale Law Journal, Vol. 113, Issue 3, pp. 621-686, December 2003
Number of pages: 66 Posted: 16 Nov 2011
Guhan Subramanian
Harvard Business School
Downloads 1,830 (16,295)
Citation 3

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takeover, negotiated acquisitions, mergers and acquisitions, tender offers, takeover defenses, defensive tactics, staggered boards, poison pills, premia

4.

Go-Shops vs. No-Shops in Private Equity Deals: Evidence and Implications

Business Lawyer, May 2008, Harvard Public Law Working Paper No. 08-09
Number of pages: 39 Posted: 17 Jan 2008 Last Revised: 02 Dec 2015
Guhan Subramanian
Harvard Business School
Downloads 1,643 (19,237)

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Revlon duties, takeovers, private equity, going-private transactions

5.

Does Shareholder Proxy Access Improve Firm Value? Evidence from the Business Roundtable Challenge

Downloads 1,471 (22,771)
Citation 37

Does Shareholder Proxy Access Improve Firm Value? Evidence from the Business Roundtable Challenge

Harvard Business School Finance Working Paper No. 11-052, Harvard Business School NOM Unit Working Paper No. 11-052, Harvard Law and Economics Discussion Paper No. 685
Number of pages: 50 Posted: 14 Mar 2012
Bo Becker, Daniel Bergstresser and Guhan Subramanian
Stockholm School of Economics, affiliation not provided to SSRN and Harvard Business School
Downloads 1,440 (23,085)
Citation 2

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Shareholder proxy access, Corporate governance

Does Shareholder Proxy Access Improve Firm Value? Evidence from the Business Roundtable Challenge

NBER Working Paper No. w17797
Number of pages: 50 Posted: 03 Feb 2012 Last Revised: 17 Feb 2023
Bo Becker, Daniel Bergstresser and Guhan Subramanian
Stockholm School of Economics, affiliation not provided to SSRN and Harvard Business School
Downloads 31 (812,744)
Citation 8

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6.

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

Stanford Law Review, Vol. 55, pp. 885-917, 2002, Harvard Law and Economics Discussion Paper No. 393
Number of pages: 31 Posted: 10 Dec 2002 Last Revised: 29 Apr 2009
Lucian A. Bebchuk, John C. Coates IV and Guhan Subramanian
Harvard Law School, Harvard Law School and Harvard Business School
Downloads 1,201 (30,727)
Citation 10

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Takeover, mergers and acquisitions, tender offers, takeover bids, defensive tactics, staggered boards, poison pills, premia, independent directors

7.

Using the Deal Price for Determining ‘Fair Value’ in Appraisal Proceedings

Forthcoming, The Corporate Contract in Changing Times: Is the Law Keeping Up? (U. Chicago Press) (2017)
Number of pages: 31 Posted: 08 Feb 2017
Guhan Subramanian
Harvard Business School
Downloads 1,177 (31,615)
Citation 1

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mergers & acquisitions, appraisal, Delaware, corporate law

8.

Post-Siliconix Freeze-Outs: Theory, Evidence & Policy

Number of pages: 51 Posted: 27 Apr 2005
Guhan Subramanian
Harvard Business School
Downloads 1,089 (35,308)
Citation 12

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Freeze-outs, going private, Siliconix, parent-subsidiary mergers

9.

Is Delaware's Antitakeover Statute Unconstitutional? Evidence from 1988-2008

Number of pages: 72 Posted: 21 Oct 2009 Last Revised: 15 Jan 2010
Guhan Subramanian, Steven Herscovici and Brian Barbetta
Harvard Business School, The Brattle Group and Analysis Group, Inc.
Downloads 918 (44,945)
Citation 3

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hostile takeovers, tender offers, corporate law, Delaware, defensive tactics, poison pills

10.

Deals in the Time of Pandemic

Columbia Law Review, Forthcoming
Number of pages: 70 Posted: 08 Mar 2021 Last Revised: 08 Apr 2021
Guhan Subramanian and Caley Petrucci
Harvard Business School and University of San Diego School of Law
Downloads 889 (46,994)

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takeovers, mergers and acquisitions, COVID-19, material adverse effect

11.

The New Look of Deal Protection

Stanford Law Review 69 (2017), Forthcoming
Number of pages: 52 Posted: 13 Aug 2016
Fernan Restrepo and Guhan Subramanian
University of California - Los Angeles and Harvard Business School
Downloads 804 (53,884)
Citation 1

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12.

Fixing Freezeouts

Yale Law Journal, Vol. 115, No. 1, 2005
Number of pages: 69 Posted: 16 Nov 2011
Guhan Subramanian
Harvard Business School
Downloads 775 (56,628)
Citation 7

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Freeze-outs, Squeeze-outs, Controlling shareholders, Takeovers, Tender offers

13.

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

Number of pages: 71 Posted: 04 Dec 2001
Guhan Subramanian
Harvard Business School
Downloads 755 (58,602)
Citation 12

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14.

Go-Shops Revisited

Number of pages: 50 Posted: 13 Feb 2019
Guhan Subramanian and Annie Zhao
Harvard Business School and Harvard Business School
Downloads 684 (66,765)

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Go-Shops, Mergers & Acquisitions, Takeovers, Private Equity, Corporate Law

15.

A Buy-Side Model of Lockups: Theory and Evidence

Harvard Law School, Law-Econ Discussion Paper No. 274
Number of pages: 80 Posted: 03 Feb 2000
John C. Coates IV and Guhan Subramanian
Harvard Law School and Harvard Business School
Downloads 678 (67,514)
Citation 6

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16.

The Drivers of Market Efficiency in Revlon Transactions

Downloads 649 (71,558)
Citation 4

The Drivers of Market Efficiency in Revlon Transactions

Number of pages: 27 Posted: 21 Mar 2003
Guhan Subramanian
Harvard Business School
Downloads 595 (78,712)
Citation 3

Abstract:

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Takeovers, lockups, mergers and acquisitions, Revlon, market efficiency

The Drivers of Market Efficiency in Revlon Transactions

Journal of Corporation Law, Forthcoming
Number of pages: 26 Posted: 11 Nov 2003
Guhan Subramanian
Harvard Business School
Downloads 54 (651,293)

Abstract:

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Takeovers, lockups, mergers and acquisitions, Revlon, market efficiency

17.

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

Corporate Governance Advisor, Vol. 11, pp. 17-19, 2003, Harvard Law and Economics Discussion Paper No. 410, February 2003
Number of pages: 10 Posted: 03 Mar 2003 Last Revised: 29 Apr 2009
Lucian A. Bebchuk, John C. Coates IV and Guhan Subramanian
Harvard Law School, Harvard Law School and Harvard Business School
Downloads 638 (72,985)

Abstract:

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Takeover, mergers and acquisitions, tender offers, takeover bids, defensive tactics, staggered boards, poison pills, premia, independent directors

18.

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

Rock Center for Corporate Governance at Stanford University Working Paper No. 153
Number of pages: 37 Posted: 24 Jul 2013 Last Revised: 18 Sep 2013
Fernan Restrepo and Guhan Subramanian
University of California - Los Angeles and Harvard Business School
Downloads 599 (78,873)
Citation 10

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19.

The Disappearing Delaware Effect

Downloads 590 (80,347)

The Disappearing Delaware Effect

Number of pages: 41 Posted: 14 Dec 2002
Guhan Subramanian
Harvard Business School
Downloads 590 (79,367)
Citation 27

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Delaware, Takeovers, Mergers & Acquisitions

The Disappearing Delaware Effect

The Journal of Law, Economics, and Organization, Vol. 20, No. 1, pp. 32-59, 2004
Posted: 29 Feb 2008
Guhan Subramanian
Harvard Business School

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The Disappearing Delaware Effect

Posted: 28 Oct 2003
Guhan Subramanian
Harvard Business School

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20.

Appraisal After Dell

The Corporate Contract in Changing Times: Is the Law Keeping Up? (U. Chicago Press) (2018 Forthcoming)
Number of pages: 36 Posted: 05 Jan 2018
Guhan Subramanian
Harvard Business School
Downloads 577 (82,610)

Abstract:

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mergers & acquisitions, appraisal, Delaware, corporate law

21.

The Effect of Prohibiting Deal Protection in M&A: Evidence from the United Kingdom

Number of pages: 29 Posted: 13 Aug 2016 Last Revised: 23 Aug 2016
Fernan Restrepo and Guhan Subramanian
University of California - Los Angeles and Harvard Business School
Downloads 515 (95,189)
Citation 4

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22.

Placing Election Bylaws on the Corporate Ballot

Harvard PON Working Paper No. 915403
Number of pages: 11 Posted: 10 Jul 2006 Last Revised: 07 May 2009
Lucian A. Bebchuk, Allen Ferrell, Reinier Kraakman, Mark J. Roe and Guhan Subramanian
Harvard Law School, Harvard Law School, Harvard Law School, Harvard Law School and Harvard Business School
Downloads 415 (123,079)
Citation 3

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Corporate elections, shareholder voting, proxy contests, access to the ballot, by-laws, by-law amendments, proxy fights, proxy contests, corporate governance, agency costs

23.

Pills in a World of Activism and ESG

The University of Chicago Business Law Review (2022, Forthcoming)
Number of pages: 22 Posted: 11 May 2022 Last Revised: 29 May 2022
Caley Petrucci and Guhan Subramanian
University of San Diego School of Law and Harvard Business School
Downloads 381 (135,676)

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poison pill, corporate law, shareholder rights plan, ESG, Easterbrook, Fischel, law & economics, acting in concert, activism, activist

24.

Delaware's Choice

Downloads 290 (181,764)

Delaware's Choice

Delaware Journal of Corporate Law (DJCL), Forthcoming
Number of pages: 45 Posted: 17 Nov 2013 Last Revised: 15 Jan 2014
Guhan Subramanian
Harvard Business School
Downloads 183 (281,795)

Abstract:

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takeovers, Section 203, staggered boards

Delaware's Choice

Delaware Journal of Corporate Law (DJCL), Vol. 39, No. 1, 2014
Number of pages: 53 Posted: 18 Aug 2014
Guhan Subramanian
Harvard Business School
Downloads 107 (434,003)

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Delaware, Journal, Corporate, Law, Guhan, Subramanian, Ineffective, Staggered, Boards, Section 203

25.

ESG Amnesia in M&A Deals

Number of pages: 62 Posted: 09 Oct 2023 Last Revised: 29 Nov 2023
Caley Petrucci and Guhan Subramanian
University of San Diego School of Law and Harvard Business School
Downloads 266 (200,693)

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ESG, stakeholders, stakeholder capitalism, shareholder, shareholder primacy, stakeholder governance, corporate social responsibility, corporate purpose, Twitter, Elon Musk, M&A, deals, dealmaking, mergers, acquisitions, transactions, corporate social responsibility, CSR, SEC, socially responsible

26.

Deal Process Design in Management Buyouts

Number of pages: 54 Posted: 05 Dec 2015
Guhan Subramanian
Harvard Business School
Downloads 262 (201,434)
Citation 4

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management buyouts, Revlon duties, takeovers, private equity

27.

Is Delaware's Antitakeover Statute Unconstitutional? Further Analysis and a Reply to Symposium Commentators

Number of pages: 12 Posted: 25 May 2010
Guhan Subramanian, Steven Herscovici and Brian Barbetta
Harvard Business School, The Brattle Group and Analysis Group, Inc.
Downloads 172 (297,834)
Citation 1

Abstract:

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Hostile Takeovers, Tender Offers, Corporate Law, Delaware, Defensive Tactics, Poison Pills

28.

Redemption Mechanisms in Poison Pills: Evidence on Pill Design and Law Firm Effects

Number of pages: 26 Posted: 14 Aug 2023
Olivier Baum and Guhan Subramanian
Harvard University - Harvard Law School and Harvard Business School
Downloads 136 (363,188)

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poison pill, shareholder rights plan, redemption, trip wire, last look, preferred shares, pill design, law firm effect

29.

Delaware's Choice: A Brief Reply to Commentators

Delaware Journal of Corporate Law (DJCL), Vol. 39, No. 1, 2014
Number of pages: 7 Posted: 18 Aug 2014
Guhan Subramanian
Harvard Business School
Downloads 39 (730,825)

Abstract:

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Delaware, Journal, Corporate, Law, Subramanian, Guhan, Delaware's Choice, Section 203

30.

The K-Dow Petrochemicals Joint Venture

Harvard Business School NOM Unit Case No. 912-002
Posted: 04 Feb 2012
Guhan Subramanian, James K. Sebenius, Phillip Andrews and Rhea Ghosh
Harvard Business School, HBS Negotiations, Organizations and Markets Unit, affiliation not provided to SSRN and Harvard University - Business School (HBS)

Abstract:

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31.

Bargaining in the Shadow of PeopleSoft's (Defective) Poison Pill

Harvard Negotiation Law Review, 2006, Harvard Law and Economics Discussion Paper No. 568, Harvard PON Working Paper No. 932565
Posted: 16 Nov 2011
Guhan Subramanian
Harvard Business School

Abstract:

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hostile takeover, Oracle, PeopleSoft, poison pill

32.

Bank of America-Merrill Lynch

HBS Case No. 910-026, Harvard Business School NOM Unit
Posted: 02 Jun 2010
Guhan Subramanian and Nithyasri Sharma
Harvard Business School and Harvard Business School

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33.

Citigroup-Wachovia-Wells Fargo

HBS Case No. 910-006, Harvard Business School NOM Unit
Posted: 14 Oct 2009
Guhan Subramanian and Nithyasri Sharma
Harvard Business School and Harvard Business School

Abstract:

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34.

A Buy-Side Model of M&A Lockups: Theory and Evidence

Stanford Law Review, Vol. 53, No. 2, November 2000
Posted: 19 Apr 2001
John C. Coates IV and Guhan Subramanian
Harvard Law School and Harvard Business School

Abstract:

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lockup, merger, acquisition