{"id":5254,"date":"2025-02-15T20:20:53","date_gmt":"2025-02-16T01:20:53","guid":{"rendered":"https:\/\/journals.law.harvard.edu\/hblr\/?page_id=5254"},"modified":"2025-08-19T12:49:49","modified_gmt":"2025-08-19T16:49:49","slug":"mergers-acquisitions","status":"publish","type":"page","link":"https:\/\/journals.law.harvard.edu\/hblr\/mergers-acquisitions\/","title":{"rendered":"Mergers &amp; Acquisitions"},"content":{"rendered":"\n<h5 class=\"wp-block-heading\">VOLUME 7 \u2022 COLUMNS<\/h5>\n\n\n\n<h3 class=\"wp-block-heading\"><a href=\"https:\/\/journals.law.harvard.edu\/hblr\/\/2016\/12\/increased-antitrust-merger-enforcement-considerations-for-your-next-deal\/\"><strong>INCREASED ANTITRUST MERGER ENFORCEMENT: CONSIDERATIONS FOR YOUR NEXT DEAL<\/strong><\/a><br><i><\/i><\/h3>\n\n\n\n<h6 class=\"wp-block-heading\"><i>Michael B. Bernstein, Justin P. Hedge, and Francesca Pisano<\/i><\/h6>\n\n\n\n<p>Antitrust merger enforcement has become increasingly aggressive in recent years with the Federal Trade Commission and Antitrust Division of the Department of Justice demonstrating that they are ready to litigate to block deals they believe will harm competition. While an increasing number of mergers have been challenged and blocked in federal court,&nbsp;some are prevailing at trial or managing to find a path to clearance without litigation.&nbsp;This Article reviews the trends that have emerged in federal merger enforcement and discusses some key differences between deals that have been cleared and those that have faced government opposition.<\/p>\n\n\n\n<hr class=\"wp-block-separator has-alpha-channel-opacity\"\/>\n\n\n\n<h5 class=\"wp-block-heading\">VOLUME 5 \u2022 ISSUE 2 \u2022 PRINT<\/h5>\n\n\n\n<h3 class=\"wp-block-heading\"><a href=\"https:\/\/journals.law.harvard.edu\/hblr\/\/wp-content\/uploads\/sites\/87\/2015\/06\/HBLR-5.2.-Restrepo-Subramanian-the-Effect-of-Delaware-Doctrine.pdf\" target=\"_blank\" rel=\"noopener\">THE EFFECT OF DELAWARE DOCTRINE ON FREEZEOUT STRUCTURE &amp; OUTCOMES: EVIDENCE ON THE UNIFED APPROACH<\/a><\/h3>\n\n\n\n<h6 class=\"wp-block-heading\"><em><strong>Fern\u00e1n Restrepo and Guhan Subramanian<\/strong><\/em><\/h6>\n\n\n\n<p>Historically, Delaware corporate law provided different standards of judicial review for buyouts by controlling shareholders (also known as \u201cfreezeouts\u201d). The standards were based on what transactional form was used: deferential business judgment review for freezeouts executed as tender offers and stringent \u201centire fairness\u201d review for transactions structured as mergers. Subramanian (2005), Subramanian (2007), and Restrepo (2013) provide doctrinal and empirical evidence that (1) transactional planners responded to these differences in standards of judicial review; (2) these differences in judicial scrutiny created differences in outcomes for the minority shareholders; and (3) differences in outcomes created a social welfare loss, not just a wealth transfer from minority shareholders to the controlling shareholder. Over the past decade, in a series of important decisions, Delaware law has migrated toward a unified approach to freezeouts regardless of transactional form. In this Article we present empirical evidence on all freezeouts of Delaware targets during this period of doctrinal evolution. In general, we find that deal outcomes converged after the Delaware Chancery Court\u2019s decision in In re Cox Communications, Inc. Shareholders Litigation. Our findings suggest that: (1) transactional planners seem to respond to even dicta in the Delaware case law; and (2) the social welfare loss identified in Subramanian (2005) seems no longer to be present. This result in turn suggests that the Delaware Supreme Court seems to have adopted the correct policy by endorsing the unified approach for merger freezeouts in Kahn v. M&amp;F Worldwide Corp., and moreover, that the court should also explicitly endorse this approach in the context of tender offer freezeouts when presented with such facts.<\/p>\n\n\n\n<hr class=\"wp-block-separator has-alpha-channel-opacity\"\/>\n\n\n\n<h5 class=\"wp-block-heading\">VOLUME 5 \u2022 ISSUE 2 \u2022 PRINT<\/h5>\n\n\n\n<h3 class=\"wp-block-heading\"><a href=\"https:\/\/journals.law.harvard.edu\/hblr\/\/wp-content\/uploads\/sites\/87\/2015\/06\/HBLR-5.2-Schwartz-Corporate-Legacy.pdf\" target=\"_blank\" rel=\"noopener\">CORPORATE LEGACY<\/a><\/h3>\n\n\n\n<h6 class=\"wp-block-heading\"><em><strong>Andrew A. Schwartz<\/strong><\/em><\/h6>\n\n\n\n<p>Many public companies have shed takeover defenses in recent years, on the theory that such defenses reduce share price. Yet new data presented here shows that practically all new public companies\u2014those launching their initial public offering (IPO)\u2014go public with powerful takeover defenses in place. This behavior is puzzling because the adoption of takeover defenses presumably lowers the price at which the pre-IPO shareholders can sell their own shares in and after the IPO. Why would founders and early investors engage in this seemingly counterproductive behavior? Building on prior attempts to solve this mystery, this Article claims that IPO firms adopt takeover defenses, at least in part, so that they can remain independent indefinitely and create corporate legacies that last for generations.<\/p>\n\n\n\n<hr class=\"wp-block-separator has-alpha-channel-opacity\"\/>\n\n\n\n<h5 class=\"wp-block-heading\">VOLUME 4 \u2022 ISSUE 2 \u2022 PRINT<\/h5>\n\n\n\n<h3 class=\"wp-block-heading\"><a href=\"https:\/\/journals.law.harvard.edu\/hblr\/\/wp-content\/uploads\/sites\/87\/2014\/10\/4.2-2.-Alexander-MA-Under-DEs-Public-Benefit-Corproation-Statute.pdf\">M&amp;A UNDER DELAWARE\u2019S PUBLIC BENEFIT CORPORATION STATUTE: A HYPOTHETICAL TOUR<\/a><\/h3>\n\n\n\n<p><strong><em>Frederick H. Alexander; Lawrence A. Hamermesh; Frank R. Martin; Norman M. Monhait<\/em><\/strong><\/p>\n\n\n\n<p>Noting the enthusiastic initial response to Delaware\u2019s 2013 public benefit corporation statute, this Article presents a series of hypotheticals as vehicles for comment on issues that are likely to arise in the context of mergers and acquisitions of public benefit corporations. The Article first examines appraisal rights, concluding that such rights will be generally available to stockholders in public benefit corporations, and noting the potential for ambiguity in defining \u201cfair value\u201d where the corporation\u2019s purposes extend to public purposes as well as private profit. Next, the Article examines whether and to what extent \u201cRevlon\u201d duties and limitations on deal protection devices may be relaxed or modified in the context of the sale of a public benefit corporation. Finally, the Article examines whether and to what extent a commitment to promote the specified public purposes of a public benefit corporation can be made enforceable against the buyer of the corporation.<\/p>\n\n\n\n<hr class=\"wp-block-separator has-alpha-channel-opacity\"\/>\n\n\n\n<h5 class=\"wp-block-heading\">VOLUME 4 \u2022 COLUMNS<\/h5>\n\n\n\n<h3 class=\"wp-block-heading\"><a href=\"https:\/\/journals.law.harvard.edu\/hblr\/\/2013\/11\/brazilian-private-equity-funds-fips-a-dna-change-in-brazilian-ma-deals\/\"><strong>BRAZILIAN PRIVATE EQUITY FUNDS (FIPs): A DNA CHANGE IN BRAZILIAN M&amp;A DEALS<\/strong><\/a><br><i><\/i><\/h3>\n\n\n\n<h6 class=\"wp-block-heading\"><i>Jos\u00e9 Carlos Junqueira Sampaio Meirelles and Caio Carlos Cruz Ferreira Silva<\/i><\/h6>\n\n\n\n<p>M&amp;A deals in Brazil involving private equity players have been undergoing an important DNA change stemming from the increasing use of the Brazilian Private Equity Fund (Fundo de Investimento em Participa\u00e7\u00f5es (FIP)).<\/p>\n\n\n\n<hr class=\"wp-block-separator has-alpha-channel-opacity\"\/>\n\n\n\n<h5 class=\"wp-block-heading\">VOLUME 3 \u2022 ISSUE 2 \u2022 PRINT<\/h5>\n\n\n\n<h3 class=\"wp-block-heading\"><a href=\"https:\/\/journals.law.harvard.edu\/hblr\/\/wp-content\/uploads\/sites\/87\/2013\/10\/HLB205_crop.pdf\">DO DIFFERENT STANDARDS OF JUDICIAL REVIEW AFFECT THE GAINS OF MINORITY SHAREHOLDERS IN FREEZE-OUT TRANSACTIONS? A RE-EXAMINATION OF <em>SILICONIX<\/em><\/a><\/h3>\n\n\n\n<h6 class=\"wp-block-heading\"><em><strong>Fern\u00e1n Restrepo<\/strong><\/em><\/h6>\n\n\n\n<p>Freeze-out transactions have been subject to different standards of judicial review in Delaware since 2001, when the chancery court, in In re Siliconix Inc. Shareholders Litigation, held that, unlike merger freeze-outs, tender offer freeze- outs were not subject to \u201centire fairness review\u201d. This dichotomy, in turn, gave rise to a tension in the literature regarding the potential impact of Siliconix, as well as the treatment that freeze-outs should receive. While some defended the regime established by Siliconix, others argued for doctrinal convergence through a universal application of entire fairness, and still others proposed alternative variations of convergence based on how the negotiation process is conducted. The Delaware Chancery Court itself, in fact, subsequently made a partial step toward convergence by narrowing the scope of its precedent, as reflected in In re CNX Gas Corporation Shareholders Litigation. The empirical evidence on the effect of Siliconix (and, therefore, on the practical relevance of different standards of judicial review), however, is limited. In particular, in \u201cPost-Siliconix freeze-outs: Theory and Evidence,\u201d Guhan Subramanian found that minority shareholders obtain lower cumulative abnormal returns (CARs) in tender offer freeze-outs relative to merger freeze-outs, and, based on this finding, Subramanian advocates for doctrinal convergence. That article, however, does not formally examine whether Siliconix generated a structural change in relative CARs in both transactional forms and, therefore, whether the differences in outcomes are actually attributable to the disparity in standards of judicial review. The purpose of this work is, therefore, to fill this gap in the literature. To this end, this work uses a difference-in-differences approach, which compares changes over time (before and after Siliconix) between CARs in tender offers (the treatment group) and CARs in statutory mergers (the control group). As further discussed in the text, the results seem to suggest, in line with Subramanian\u2019s intuition, that Siliconix actually had at least some negative effect on CARs in tender offers, since the estimator of difference-in-differences is consistently negative and generally significant. Based on the results, this work discusses specific policy implications, particularly in terms of regulatory convergence.<\/p>\n\n\n\n<hr class=\"wp-block-separator has-alpha-channel-opacity\"\/>\n\n\n\n<h5 class=\"wp-block-heading\">VOLUME 2 \u2022 ISSUE 2 \u2022 PRINT<\/h5>\n\n\n\n<h3 class=\"wp-block-heading\"><a href=\"https:\/\/journals.law.harvard.edu\/hblr\/\/wp-content\/uploads\/sites\/87\/2012\/11\/HLB203_Managing-Disputes.pdf\">MANAGING DISPUTES THROUGH CONTRACT: EVIDENCE FROM M&amp;A<\/a><\/h3>\n\n\n\n<h6 class=\"wp-block-heading\"><em><strong>John C. Coates IV<\/strong><\/em><\/h6>\n\n\n\n<p>An important set of contract terms manages potential disputes. In a detailed, hand-coded sample of mergers and acquisition (M&amp;A) contracts from 2007 and 2008, dispute management provisions correlate strongly with target ownership, state of incorporation, and industry, and with the experience of the parties\u2019 law firms. For Delaware, there is good and bad news. Delaware dominates choice for forum, whereas outside of Delaware, publicly held targets\u2019 states of incorporation are no more likely to be designated for forum than any other court. However, Delaware\u2019s dominance is limited to deals for publicly held targets incorporated in Delaware, Delaware courts are chosen only 20% of the time in deals for private targets incorporated in Delaware, and they are never chosen for private targets incorporated elsewhere, or in asset purchases. A forum goes unspecified in deals involving less experienced law firms. Whole contract arbitration is limited to private targets, is absent only in the largest deals, and is more common in cross-border deals. More focused arbitration\u2013\u2013covering price-adjustment clauses\u2013\u2013is common even in the largest private target bids. Specific performance clauses\u2013\u2013prominently featured in recent high-profile M&amp;A litigation\u2013\u2013are less common when inexperienced M&amp;A lawyers involved. These findings suggest (a) Delaware courts\u2019 strengths are unique in, but limited to, corporate law, even in the \u201ccorporate\u201d context of M&amp;A contracts; (b) the use of arbitration turns as much on the value of appeals, trust in courts, and value-at-risk as litigation costs; and (c) the quality of lawyering varies significantly, even on the most \u201clegal\u201d aspects of an M&amp;A contract.<\/p>\n\n\n\n<hr class=\"wp-block-separator has-alpha-channel-opacity\"\/>\n\n\n\n<h5 class=\"wp-block-heading\">VOLUME 2 \u2022 COLUMNS<\/h5>\n\n\n\n<h3 class=\"wp-block-heading\"><a href=\"https:\/\/journals.law.harvard.edu\/hblr\/\/2012\/03\/reverse-merger-seasoning\/\"><strong>COMMENTS ON SEASONING OF REVERSE MERGER COMPANIES BEFORE UPLISTING TO NATIONAL SECURITIES EXCHANGES<\/strong><\/a><\/h3>\n\n\n\n<h6 class=\"wp-block-heading\"><em>David N. Feldman<\/em><\/h6>\n\n\n\n<p>Blockbuster Entertainment, Occidental Petroleum, Turner Broadcasting, Tandy Corp. (Radio Shack), Texas Instruments, Jamba Juice, and Berkshire Hathaway are just a few well-known companies that went public through a \u201creverse merger.\u201d To the uninitiated, a reverse merger is a deceptively simple concept. Instead of pursuing a traditional initial public offering (IPO) utilizing an investment bank as an underwriter, a company arranges for its stock to be publicly traded following a merger or similar transaction with a publicly held \u201cshell\u201d company. The public shell has no other business but to look for a private company to merge with. Upon completion of the merger, the private company instantly becomes public. The shareholders of the private company typically take over the majority of the stock of the former shell, enabling them to still operate the business of the formerly private company.<\/p>\n\n\n\n<hr class=\"wp-block-separator has-alpha-channel-opacity\"\/>\n\n\n\n<h5 class=\"wp-block-heading\">VOLUME 1 \u2022 COLUMNS<\/h5>\n\n\n\n<h3 class=\"wp-block-heading\"><a href=\"https:\/\/journals.law.harvard.edu\/hblr\/\/2010\/11\/normalizing-match-rights-comment-on-in-re-cogent-inc-shareholder-litigation\/\"><strong>NORMALIZING MATCH RIGHTS: COMMENT ON IN RE COGENT, INC. SHAREHOLDER LITIGATION<\/strong><\/a><\/h3>\n\n\n\n<h6 class=\"wp-block-heading\"><em>Brian JM Quinn<\/em><\/h6>\n\n\n\n<p>Early in October of this year the Chancery Court handed down its opinion in In re Cogent, Inc. Shareholder Litigation. In many respects, the ruling was pedestrian. Shareholders of Cogent, a Delaware corporation in the business of providing automated fingerprint identification systems, challenged management\u2019s decision to sell the corporation to the 3M Company for $10.50\/share in cash. The essence of the shareholders\u2019 challenge focused on supposed inadequacies in the sales process that, according to the plaintiffs, resulted in a breach of the directors\u2019 Revlon obligations. The shareholders further alleged that deal protections and other provisions in the merger agreement were preclusive, arguing that such provisions made it unlikely that a potential bidder lurking on the edges of the transaction might come forward.<\/p>\n","protected":false},"excerpt":{"rendered":"<p>VOLUME 7 \u2022 COLUMNS INCREASED ANTITRUST MERGER ENFORCEMENT: CONSIDERATIONS FOR YOUR NEXT DEAL Michael B. Bernstein, Justin P. Hedge, and [&hellip;]<\/p>\n","protected":false},"author":109,"featured_media":0,"parent":0,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"","meta":{"site-sidebar-layout":"default","site-content-layout":"","ast-site-content-layout":"default","site-content-style":"default","site-sidebar-style":"default","ast-global-header-display":"","ast-banner-title-visibility":"","ast-main-header-display":"","ast-hfb-above-header-display":"","ast-hfb-below-header-display":"","ast-hfb-mobile-header-display":"","site-post-title":"","ast-breadcrumbs-content":"","ast-featured-img":"","footer-sml-layout":"","ast-disable-related-posts":"","theme-transparent-header-meta":"","adv-header-id-meta":"","stick-header-meta":"","header-above-stick-meta":"","header-main-stick-meta":"","header-below-stick-meta":"","astra-migrate-meta-layouts":"default","ast-page-background-enabled":"default","ast-page-background-meta":{"desktop":{"background-color":"var(--ast-global-color-5)","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""},"tablet":{"background-color":"","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""},"mobile":{"background-color":"","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""}},"ast-content-background-meta":{"desktop":{"background-color":"var(--ast-global-color-4)","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""},"tablet":{"background-color":"var(--ast-global-color-4)","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""},"mobile":{"background-color":"var(--ast-global-color-4)","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""}},"jetpack_post_was_ever_published":false,"footnotes":""},"class_list":["post-5254","page","type-page","status-publish","hentry"],"jetpack_shortlink":"https:\/\/wp.me\/PgKEUK-1mK","jetpack-related-posts":[{"id":4298,"url":"https:\/\/journals.law.harvard.edu\/hblr\/hblr-online-volume-7\/","url_meta":{"origin":5254,"position":0},"title":"Volume 7 (2016\u20132017)","author":"ehansen","date":"November 26, 2016","format":false,"excerpt":"TAXATION WHEN THE IRS PREFERS NOT TO: WHY DISPARATE REGULATORY APPROACHES TO SIMILAR DERIVATIVE TRANSACTIONS HURTS TAX LAW Leon Dalezman and Philip Lenertz This Article examines decisions made by the Internal Revenue Service on whether to promulgate regulations pursuant to three different but related provisions of the Internal Revenue Code:\u2026","rel":"","context":"Similar post","block_context":{"text":"Similar post","link":""},"img":{"alt_text":"","src":"","width":0,"height":0},"classes":[]},{"id":4807,"url":"https:\/\/journals.law.harvard.edu\/hblr\/volume-10-issue-2\/","url_meta":{"origin":5254,"position":1},"title":"Volume 10, Issue 2","author":"wgu","date":"August 25, 2020","format":false,"excerpt":"CORPORATE LAW & GOVERNANCE HOW HORIZONTAL SHAREHOLDING HARMS OUR ECONOMY\u2014AND WHY ANTITRUST LAW CAN FIX IT Einer Elhauge Empirical evidence that horizontal shareholding has created anticompetitive effects in airline and banking markets have produced calls for antitrust enforcement. In response, others have critiqued the airline and banking studies and argued\u2026","rel":"","context":"Similar post","block_context":{"text":"Similar post","link":""},"img":{"alt_text":"","src":"","width":0,"height":0},"classes":[]},{"id":5253,"url":"https:\/\/journals.law.harvard.edu\/hblr\/legal-regulatory-compliance\/","url_meta":{"origin":5254,"position":2},"title":"Legal &amp; Regulatory Compliance","author":"wgu","date":"February 15, 2025","format":false,"excerpt":"VOLUME 15 \u2022 COLUMNS BOEING: THE MULTITUDE OF ITS TROUBLES Erica (Xinhui) Chen Boeing, the aviation giant corporation, has been facing a multitude of troubles in recent years. Two accidents of Boeing 737 Max resulted in the deaths of 346 people and revealed the flawed engineering safety control of Boeing.\u2026","rel":"","context":"Similar post","block_context":{"text":"Similar post","link":""},"img":{"alt_text":"","src":"","width":0,"height":0},"classes":[]},{"id":4236,"url":"https:\/\/journals.law.harvard.edu\/hblr\/hblr-online-volume-1\/","url_meta":{"origin":5254,"position":3},"title":"Volume 1 (2010\u20132011)","author":"ehansen","date":"July 31, 2016","format":false,"excerpt":"BUSINESS & CORPORATIONS LLCS AND CORPORATIONS: A FORK IN THE ROAD IN DELAWARE? Joshua P. Fershee The limited liability company (LLC) has evolved from a little used entity option to become the leading business entity of choice. The primary impetus for this change was an Internal Revenue Service (IRS) determination\u2026","rel":"","context":"Similar post","block_context":{"text":"Similar post","link":""},"img":{"alt_text":"","src":"","width":0,"height":0},"classes":[]},{"id":4235,"url":"https:\/\/journals.law.harvard.edu\/hblr\/hblr-online-volume-2\/","url_meta":{"origin":5254,"position":4},"title":"Volume 2 (2011\u20132012)","author":"ehansen","date":"July 31, 2016","format":false,"excerpt":"BANKRUPTCY RESTRUCTURING SOVEREIGN DEBT UNDER LOCAL LAW: ARE RETROFIT COLLECTIVE ACTION CLAUSES EXPROPRIATORY? Melissa A. Boudreau The European sovereign debt crisis has generated a number of controversial restructuring proposals that would have seemed appropriate only for emerging markets just a few years ago, but now are among the few options\u2026","rel":"","context":"Similar post","block_context":{"text":"Similar post","link":""},"img":{"alt_text":"","src":"","width":0,"height":0},"classes":[]},{"id":5258,"url":"https:\/\/journals.law.harvard.edu\/hblr\/corporate-law-governance\/","url_meta":{"origin":5254,"position":5},"title":"Corporate Law &amp; Governance","author":"wgu","date":"February 15, 2025","format":false,"excerpt":"VOLUME 15 \u2022 COLUMNS THE DUAL CLASS DILEMMA AND THE SUNSET-CLAUSE SOLUTION\u00a0 Adrian Brown The desirability of dual-class stock has been a source of substantial controversy. Some scholars, commentators, and industry participants are wholly in favor of such arrangements. Others are wholly opposed. While neither of these diametrically opposed views\u2026","rel":"","context":"Similar post","block_context":{"text":"Similar post","link":""},"img":{"alt_text":"","src":"","width":0,"height":0},"classes":[]}],"jetpack_sharing_enabled":true,"_links":{"self":[{"href":"https:\/\/journals.law.harvard.edu\/hblr\/wp-json\/wp\/v2\/pages\/5254","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/journals.law.harvard.edu\/hblr\/wp-json\/wp\/v2\/pages"}],"about":[{"href":"https:\/\/journals.law.harvard.edu\/hblr\/wp-json\/wp\/v2\/types\/page"}],"author":[{"embeddable":true,"href":"https:\/\/journals.law.harvard.edu\/hblr\/wp-json\/wp\/v2\/users\/109"}],"replies":[{"embeddable":true,"href":"https:\/\/journals.law.harvard.edu\/hblr\/wp-json\/wp\/v2\/comments?post=5254"}],"version-history":[{"count":0,"href":"https:\/\/journals.law.harvard.edu\/hblr\/wp-json\/wp\/v2\/pages\/5254\/revisions"}],"wp:attachment":[{"href":"https:\/\/journals.law.harvard.edu\/hblr\/wp-json\/wp\/v2\/media?parent=5254"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}