Guhan Subramanian

haky defenses, negative Delaware Court of Chancery rulings and the risk of costly sanctions appear to have scuttled tech mogul Elon Musk’s attempt to escape…

Everything seems bigger in the late 20th and early 21st century, including the potential for widespread harm. With the advent of sweeping disaster comes the complicated question of how properly to compensate the victims. A panel, “Innovative Models for Resolving Disputes after Mass Disasters and Catastrophic Harms,” held at Harvard Law School on Oct. 22, brought together three experts who have helped resolve disputes after recent historic catastrophes. Moderated by Harvard Law Professor Guhan Subramanian ’98 and sponsored by Harvard Law School’s Program on Negotiation, the panel included attorney Kenneth Feinberg, who famously served as special master of the 9/11 Victim Compensation Fund; Duke University professor Francis McGovern who has litigated cases regarding the BP oil spill and the opioid crisis, and Eric Green ’72 who founded Resolutions LLC, a mediation firm in Boston.

In the past year, I’ve been on a mission to pester as many people in my life as possible. The first victim was my editor, whom I abruptly asked one morning to stop messaging me about story ideas on our office’s chat platform, Slack. Instead, I said, let’s talk the ideas out over the phone. ... Guhan Subramanian, the director of the Harvard Program on Negotiation, which teaches business- and law-school students the finer points of conflict resolution, argues that spoken conversation accomplishes far more in a shorter amount of time. In any discussion, “people are asking questions, probing, asking follow-up questions,” he says. “It’s obviously a lot easier to do when you’re over the phone or in person, compared to by email or text.”

The Delaware Chancery Court bumped its judicial warp speed up by another factor this week with a post-trial ruling that paused a complex merger of Medley Capital Corp. and Sierra Income Corp. just 29 days after the start of litigation, as a court already known for prompt action adapts to what experts say is a busier and more competitive corporate law environment. ... Guhan Subramanian, a professor of law and business at Harvard Law School and a professor of business law at Harvard Business School, said the Chancery Court already has established an impressive reputation for the quality of its decisions in fast-moving disputes. "Business strategies, jobs, and careers can be held in limbo while people wait for the Delaware Court of Chancery to rule, so the court realizes that moving quickly has real value,” Subramanian said.

Xerox Corp (XRX.N) on Friday appealed a New York court ruling to block its deal with Fujifilm Holdings (4901.T), just hours after the company announced that its ousted CEO and directors would remain in place. Xerox said its entire board and management team would stay, as the agreement to oust them reached with dissenting shareholders Darwin Deason and Carl Icahn expired late Thursday. “With the caveat that I have not been privy to these negotiations, I find the rejection of the settlement by the Xerox board to be extraordinary and highly unusual,” said Guhan Subramanian, a professor at Harvard’s law and business schools who served as an expert witness for Xerox in the litigation.

We will never know if consolidated shareholder litigation to block Fujifilm’s $6.1 billion acquisition of Xerox Corp would have turned out differently had it taken place in Delaware Chancery Court instead of New York State Supreme Court. But a dramatic decision in the Xerox case has spurred lawyers and academics to ask whether Delaware has become too deferential to corporate boards... The state justices essentially said that when independent boards exercise their business judgment to approve strategic mergers – and give shareholders a right to vote on the deals – Chancery Court should not stand in the way, particularly if there’s no competing bid for the company. Since then, said Harvard law school professor Guhan Subramanian, the trajectory in Delaware Chancery Court has been away from scrutiny of deal processes. Subramanian, who was an expert witness for shareholders in the Xerox case, said he was impressed that, in contrast to Delaware courts in recent years, Justice Ostrager was willing “to engage in a meaningful way” with details of the deal.

A quick way to understand the drastic shift in prospects for shareholders who bring appraisal actions challenging the value of their stake in acquired companies is to read an exchange of briefs this week in a hedge fund appraisal action against Aruba Networks...Wachtell is convinced the appraisal reboot is good for shareholders. Harvard law professor Guhan Subramanian isn’t so sure. In an essay entitled "Appraisal after Dell," which is cited in Grant’s motion for rehearing in the Aruba case, Subramanian posits that the Delaware Supreme Court has made it almost impossible for shareholders to strike back at inadequate or conflicted deal processes, calling the new risk for dissenting shareholders “a step in the wrong direction.”

Government officials from Mexico and Canada reacted with skepticism Wednesday to remarks by President Donald Trump suggesting he didn’t believe a deal to renegotiate the North American Free Trade Agreement was possible...Threatening to pull out of Nafta is “clearly a hardball tactic” meant to gain leverage to the U.S. in the talks, and is typical of the president’s negotiating style, said Guhan Subramanian, a professor at Harvard University’s business and law schools and an expert in the negotiation of complex deals. “By describing the way you negotiate you can give visibility to the other side, but the difference here is that President Trump has repeatedly said that he really doesn’t like Nafta,” Mr. Subramanian said.

...And he said he added some new furniture: Chairs across from the Resolute desk -- the seat of power for presidents including John F. Kennedy and Ronald Reagan -- where he asks his visitors to sit. "I changed the -- the way it works," Trump said, motioning toward chairs right in front of the famous desk. "I'll have people sitting here. Used to be they never had chairs that anybody can remember in front of the desk. But I've always done it this way where I'm at the desk and I have people here."...Meanwhile, negotiations experts say that sitting across a table or desk from an opponent doesn't usually send a signal of cooperation. "It's fair to say that if you deliberately have people sitting across the table from you, you’re conveying less of a collaborative approach and more of a hierarchical or adversarial approach," says Guhan Subramanian, a professor at Harvard Law School and Harvard Business School.

The legal journal Corporate Practice Commentator recently announced the 10 Best Corporate and Securities Articles of 2014. Half of those selected this year were written by Harvard Law School faculty members.