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From the deal professionals

Harvard Law School Forum on Corporate Governance

Harvard Law School · Continuously published; free · Harvard Law School (free, no subscription)

Structure & financingValuation & diligencePreparing to sellOwners who want to read what the top transaction firms are telling their own clients
Why it is on the shelf. The best current thinking on deal terms and transaction law is written by a small number of firms and distributed to their clients as memoranda. Most owners never see it, and assume it sits behind relationships they do not have. A great deal of it is posted here, by Harvard Law School, free to anyone.

The Institute's reading

The Forum carries contributions from the transaction and governance practices of firms including Freshfields, Jones Day and Sidley Austin, alongside academics and institutions, and it is where several of the memoranda already cited on this shelf are most easily read. For an owner it serves two purposes. The first is orientation: reading what sophisticated counsel is telling sophisticated clients about a term you are being asked to accept tells you quickly whether the term is ordinary. The second is adviser selection, since firms write about what they do, and a practice publishing repeatedly on private company deal terms is telling you where its work actually is.

A caution about register. This material is written by lawyers for lawyers and for public company boards, so much of it concerns matters no private owner will ever face, and none of it is advice to you. Use it as a window into the professional conversation, not as a substitute for counsel who has read your documents. The one habit worth forming is searching it for a term before you agree to that term.

Key propositions

  • The Forum is published by Harvard Law School and is free to read.
  • It carries memoranda from leading law firms’ transaction and governance practices alongside academic and institutional contributions.
  • It is a single access point for material otherwise distributed privately to firm clients.

In practice

  • Before agreeing to an unfamiliar deal term, search the Forum for it and see how counsel describes it to their own clients.
  • When comparing law firms, read what each publishes. A practice that writes repeatedly about private company transactions is showing you its actual book of work.

Where authorities disagree

Contributions are written by firms with practices to promote, and a memorandum is a marketing document as well as an analysis. Read several on the same question before concluding anything, and note that the center of gravity is public company governance rather than private company sale terms, which is why the ABA Deal Points Study remains the better source for what is market in a private deal.

Acquisition Conciergeorientation · not legal, tax or valuation advice
Happy to dig into it. What would you like to pressure-test from Harvard Law School Forum on Corporate Governance: one of its propositions, how it applies to your situation, or where it disagrees with the rest of the shelf?