Guhan Subramanian specializes in corporate governance, corporate veil, merger and acquisition transactions, and complex corporate finance issues. As an expert witness, he has substantial testifying experience in high-profile matters, both at trial and in arbitration.
An authority on strategic negotiation and dealmaking, Professor Subramanian focuses on topics related to deal process design, as well as buyouts, freeze-outs, and takeovers. His research covers a range of issues that pertain to boards of directors, shareholder behavior, and laws that govern business organization. Professor Subramanian has expertise analyzing deal provisions in M&A transactions, including material adverse effects (MAEs), material adverse changes (MACs), and ordinary course provisions.
Professor Subramanian’s book, Dealmaking: The New Strategy of Negotiauctions, synthesizes findings from his research and teaching from the past two decades; it has been translated into multiple languages. He coauthored Commentaries and Cases on the Law of Business Organization, a leading textbook in the field of corporate law, as well as Deals: The Economic Structure of Business Transactions.
Professor Subramanian’s research has been published in the Harvard Business Review, the Stanford Law Review, the Journal of Legal Studies, and the Journal of Law, Economics, & Organization, among others. Many of his articles have been selected among the top ten articles published in corporate and securities law in their respective years.
The first person in the history of Harvard University to hold tenured appointments at both Harvard Business School (HBS) and Harvard Law School (HLS), Professor Subramanian teaches graduate and executive education courses on negotiation, corporate law, and decision-making. His teaching includes Deals (a joint course between HLS and HBS) and executive education courses such as Strategic Negotiations, Changing the Game, and Preparing to Be a Corporate Director. He is the faculty chair for the Harvard Program on Negotiation, the Mergers & Acquisitions executive education course at HBS, and the Harvard J.D./M.B.A. program.
Professor Subramanian is chair of the board of LKQ Corporation, a Fortune 500 company in the automotive sector, and also serves as a director of McGraw-Hill Inc., a leading education company.
Examples of Professor Subramanian’s recent testimony include Hertz Corporation et al. v. Frissora et al., in which the court granted summary judgment to Cornerstone Research’s client. He opined on executive compensation clawback issues in the context of corporate governance practices. In In re Xerox Corp. Consolidated Shareholder Litigation, a $6 billion merger injunction case, Professor Subramanian analyzed the deal protective effect of commercial agreements. The matter concluded in a settlement with shareholders.
Before joining the faculty at Harvard University, Professor Subramanian worked as a consultant at McKinsey & Company.