The Program on Negotiation at Harvard Law School is pleased to present:
Deals in a Time of Pandemic
A PON live discussion with:
Chair, Program on Negotiation, Harvard Law School
Joseph H. Flom Professor of Law and Business, Harvard Law School
Douglas Weaver Professor of Business Law, Harvard Business School
Wednesday, September 30, 2020
12:00 pm – 1:00 pm Eastern Time (US and Canada)
About the event:
How are corporate deals affected in a time of pandemic? In this session Professor Guhan Subramanian will discuss several recent Merger and Acquisition (M&A) deals that are “broken” due to the COVID-19 crisis. These are deals that were signed in January or February 2020, before the crisis hit in full force; by March/April, it became clear that the negotiated price was far higher than the value of the company. Subramanian will describe the typical way that the buyer’s exit rights are structured, with case studies such as Sycamore’s acquisition of L Brands and Simon Property’s acquisition of Taubman Centers.
About the speaker:
Guhan Subramanian is the Joseph Flom Professor of Law and Business at Harvard Law School and the Douglas Weaver Professor of Business Law at 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, Making Corporate Boards More Effective, and the Advanced Management Program. He is the faculty chair for the JD/MBA program at Harvard University, the Harvard Program on Negotiation, and the Mergers & Acquisitions executive education course at HBS. Prior to joining the Harvard faculty, he spent three years at McKinsey & Company.
Professor Subramanian’s research explores topics in corporate law, corporate governance, and negotiations. He has published articles in the journals including Stanford Law Review, the Yale Law Journal, the Harvard Business Review, and the Harvard Law Review. Among the 400+ articles that are published each year by scholars in the field of corporate and securities law eleven of Subramanian’s articles have been selected as being among the “top ten” articles published in their respective years. The 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 article “Corporate Governance 2.0” was selected as a McKinsey Award finalist, for best article published in the Harvard Business Review in 2015. His book Dealmaking (W. W. Norton 2011) synthesizes the findings from his research and teaching from the past two decades. It has been translated into Chinese (Mandarin), German, Japanese, Portuguese, and Spanish. He is also a co-author of 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 Cox Enterprises’ $9 billion freeze-out of the minority shareholders in Cox Communications, Exelon’s $8 billion hostile takeover bid for NRG, and the $26 billion management buyout of Dell, Inc. He also advises individuals, boards of directors, and management teams on issues of dealmaking and corporate governance. Over his nearly two decades on the Harvard faculty Professor Subramanian has been involved as an advisor or expert witness in deals or situations worth over $150 billion in total value. He is the lead independent director of LKQ Corporation (NASDAQ: LKQ), a Fortune 500 company in the automotive sector.