Corporate Raiders, Lá Résistance and a Semester with One of Delaware’s Finest Comments (8)

HLS Student. February 4, 2010

With so many HLS alumni serving as leaders and government officials in Washington D.C., I guess it was easy for me to think HLS only graduates public servants and civic leaders. In fact, I was pleasantly shocked — my third week of school — when I first learned that Harvard Law School’s corporate law program is one of the finest in the world. I’ve since discovered that HLS is home to many one-of-a kind programs, including the Harvard Negotiation Project, the Program on Corporate Governance, and the Law and Business program of study. Through these programs and the school’s resources, I’ve had the opportunity to learn from renowned practitioners and judges in addition to the outstanding HLS faculty. For example, just this past semester I had the opportunity to take Mergers & Acquisitions with the Vice-Chancellor of the Delaware Court of Chancery — widely regarded as the most important corporate law court in the world.

Enter Leo E. Strine, Jr.– a no-nonsense judge who isn’t afraid to boldly law-down the law yet paradoxically uses humor to illustrate his points and often quotes Southpark’s Eric Cartman (“Class, you know what question to ask first: do they have the authori-tay?”). Rather than teach M&A as a plain series of transactions and lawsuits, Vice-Chancellor Strine illustrated the case history as an epic struggle for control of the corporate world. When referencing terminology in cases like “omnipresent specter” and “corporate bastion,” Vice-Chancellor Strine joked that the Delaware courts play too much Dungeons & Dragons. Other times the Vice-Chancellor kept us on the edge of our seats, like young children listening to a storybook adventure, when he lectured on the infamous “corporate raiders” and hostile takeovers of the 1980’s and the emergence of lá résistance and “takeover defense.” Whether it was Wall Street mergers and buyouts or medieval raiders and pirates, we were hooked.

Once Vice-Chancellor Strine was convinced we had a good foundation of the case law, he began his series of infamous “M&A celebrity panels.” Over the latter part of the course, we were joined by top litigators and deal-makers from the big Wall Street law firms, investment bankers, corporate in-house counsel, renowned professors, and a high-ranking European Union corporate law official. With the help of the panels, our class fleshed out the arguments in the cases and debated the law, equity, and policy goals. I even had the opportunity to discuss my ideas for M&A practice one-on-one with Vice-Chancellor Strine in his office, giving me rare insight into how the courts might treat my ideas in practice.

The course ended with an in-depth look at the differences and conflict between M&A law and practice in the United States and the European Union. Vice-Chancellor Strine left us with the idea that we’re constantly reinventing boundaries and reevaluating how people want to be treated. “The EU fears the same things we do,” the Vice-Chancellor said, “but, we haven’t exactly reached out across the pond and asked them to be a part of the decision-making process.” This idea is a microcosm of the corporate law program at Harvard Law School. Our world is growing more global and internationally focused every day, and the regulation of business and transactions must grow and adopt accordingly. As students at HLS, we’re preparing to address the international challenges of the future to ensure long-term growth and prosperity. Vice-Chancellor Strine’s M&A course, just one of the many courses in the Law and Business curriculum at HLS, was a great example of how we can improve the business world and taught me the importance of legal “equity”– ensuring fairness, equal justice and appropriate judicial remedies in business. And as Vice-Chancellor Strine always said, “Just because you have the authori-tay to do something doesn’t make it equitable.”

– Michael Patrone

Be Sociable, Share!