About

Guhan Subramanian is the Joseph H. Flom Professor of Law and Business at Harvard Law School and the H. Douglas Weaver Professor of Business Law at Harvard Business School. He is the first individual in Harvard University's history to hold tenured appointments at both Harvard Law School and Harvard Business School. His teaching at HLS includes courses in negotiations and corporate law, while at HBS he teaches in several executive education programs such as Strategic Negotiations, Changing the Game, and Preparing To Be a Corporate Director. He also serves as the faculty chair for the JD/MBA program at Harvard University, the Program on Negotiation at HLS, and the Mergers & Acquisitions executive education course at HBS. Prior to his academic career, he spent three years at McKinsey & Company. His research explores corporate law, corporate governance, and negotiations, and he has published extensively in leading law reviews and business journals. He is known for his work on dealmaking, including a notable book titled Dealmaking: The New Strategy of Negotiauctions, which synthesizes his research and teaching over two decades and has been translated into multiple languages. Professor Subramanian has been involved in major public-company deals, including acquisitions and buyouts, and has served as an advisor or expert witness in significant freezeout transactions involving companies like LINE Corp., 58.com, SINA Corp., and others, with total deal values exceeding $200 billion. He has also held leadership roles as a director of LKQ Corporation and currently serves as a director of McGraw-Hill Inc.

Research topics

• Political Science
• Business
• Sociology
• Neuroscience
• Law and economics
• Cognitive psychology
• Law
• Public relations
• Psychology

Selected publications

• Freezeouts of Cross-Listed Issuers

  SSRN Electronic Journal · 2024-01-01

  articleOpen accessSenior author
  PublisherDOI

• Deals

  Harvard University Press eBooks · 2024-03-18

  bookSenior author

  A successful business deal maximizes value for all parties. Drawing on diverse case studies and decades of experience, Michael Klausner and Guhan Subramanian show how contracting parties can reach that goal through rigorous attention to incentives, information asymmetries, exit terms, moral hazard, and opportunism.

  PublisherDOI

• Non-Corporate Freezeouts: Theory and Evidence

  2024

  Senior authorCorresponding
  • Business
  PublisherDOI

• Design of Smart Health Jacket for Metro Rail Employees With Accident Reporting System Integrated With Quantum Computing

  Advances in computational intelligence and robotics book series · 2024-12-27

  book-chapter1st authorCorresponding

  A novel costume, branded the “Smart health jacket for metro employees,” is designed to improve workplace safety and employee wellbeing. An employee's health will be monitored by a network of smart sensors linked to a smart health jacket, which will also provide safety measures to safeguard them from industrial threats while they are at work. The Internet of Things (IOT) provides techniques for monitoring an employee's health via a small device linked to sensors such as temperature, gas, and DHT11. The safety precaution sensors, which are also attached to the jacket, are used to track workplace hazards caused by heavy machinery and dangerous operations. Every sensor data will then be monitored via IoT. Keeping this in mind, consider the social issues that Metro cities face.

  PublisherDOI

• Missing MOMs: Freezeouts in the New Doctrinal Regime and the MOOM Alternative

  SSRN Electronic Journal · 2024-01-01

  preprintOpen accessSenior author
  PublisherDOI

• ESG Amnesia in M&A Deals: The Case of Musk and Twitter

  SSRN Electronic Journal · 2023 · 1 citations

  Senior authorCorresponding
  • Psychology
  • Business
  • Neuroscience
  PublisherDOI

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

  SSRN Electronic Journal · 2023-01-01

  articleOpen accessSenior author
  PublisherDOI

• Pills in a World of Activism and ESG

  SSRN Electronic Journal · 2022-01-01

  articleOpen accessSenior author
  PublisherDOI

• Deals in the Time of Pandemic

  Digital Access to Scholarship at Harvard (DASH) (Harvard University) · 2021-03-06

  articleOpen access1st authorCorresponding

  The COVID-19 pandemic has brought new attention to the period between signing and closing in M&A transactions. Transactional planners heavily negotiate the provisions that govern the behavior of the parties during this window, not only to allocate risk between the buyer and seller, but also to manage moral hazard, opportunistic behavior, and other distortions in incentives. Prior literature, both academic and practitioner, has focused virtually exclusively on the material adverse effect (MAE) clause. COVID-19, however, has exposed an important connection between the MAE clause and the obligation for the seller to act “in the ordinary course of business” between signing and closing. This Article is the first to examine the interaction between the MAE clause and the ordinary course covenant in M&A deals. We construct a new database of 1,300 M&A transactions along with their MAE and ordinary course covenants—by far the most comprehensive, accurate, and detailed database of such deal terms that currently exists. We document how these deal terms currently appear in M&A transactions, including the sharp rise in “pandemic” carveouts from the MAE clause since the COVID-19 pandemic began. We then provide implications for corporate boards, the Delaware courts, and transactional planners. Our empirical findings and recommendations are relevant not just for the next pandemic or “Act of God” event, but also the next (inevitable) downturn in the economy more generally.

  PublisherOA PDF

• Go-Shops Revisited

  Harvard Law Review · 2020-02-02

  article1st authorCorresponding

  A go-shop process turns the traditional MA the Delaware courts signal qualified acceptance; and then a broader set of practitioners push the technology beyond its breaking point. In view of these developments in transactional practice, we provide recommendations for the Delaware courts and corporate boards of directors.

  Publisher

Frequent coauthors

• Lucian A. Bebchuk

  National Bureau of Economic Research

  20 shared

• Fernán Restrepo

  15 shared

• John Coates

  15 shared

• Bo Becker

  Stockholm School of Economics

  6 shared

• Mike Harmon

  5 shared

• Rhea Ghosh

  5 shared

• Michelle Kalka

  4 shared

• Kait Szydlowski

  4 shared