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Research Handbook on Mergers and Acquisitions

9781784711474 Edward Elgar Publishing

Research Handbooks in Corporate Law and Governance series

Edited by Claire A. Hill, Professor and James L. Krusemark Chair in Law, University of Minnesota Law School and Steven Davidoff Solomon, Deal Professor, the New York Times, Professor, University of California, Berkeley, School of Law, US

Publication Date: 2016 ISBN: 978 1 78471 147 4 Extent: 496 pp

Global in scope and written by leading scholars in the field, the Research Handbook on Mergers and Acquisitions is a modern-day survey of the state of M&A. Its chapters explore the history of mergers and acquisitions and also consider the theory behind the structure of modern transaction documentation. The book also address other key M&A issues, such as takeover defenses; judges and practitioners'' perspectives on litigation; the appraisal remedy and other aspects of Federal and state law, as well as M&A considerations in the structure of start-ups. This Handbook will be an invaluable resource for scholars, practitioners, judges and legislators.

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Critical Acclaim

Contributors

Contents

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Global in scope and written by leading scholars in the field, the Research Handbook on Mergers and Acquisitions is a modern-day survey providing cutting edge analysis of the state of Mergers and Acquisitions (M&A) using history, theory, and empirical work. It also offers a theoretical framework for future research and development in the field.

The Handbook''s detailed chapters explore the history of M&A, considering the theory behind the structure of modern transaction documentation. The expert contributors also address other key M&A issues, such as takeover defenses; judges and practitioners'' perspectives on litigation; the appraisal remedy and other aspects of federal and state law, as well as M&A considerations in the structure of start-ups. The Handbook’s coverage is novel, as well as broad, broaching comparative issues and shareholder activism in addition to more traditional areas.

This Research Handbook will be an invaluable resource for scholars, practitioners, judges and legislators, as well as for anyone researching M&A in general.

Critical Acclaim

‘In this book, a group of eminent scholars brings takeovers back to the forefront of corporate governance debate. The book examines M&A from a range of perspectives – historical, economic, legal, transactional and comparative. It pays particular attention to how legal doctrine affects M&A deals in the real world, and assesses the impact of contemporary developments, such as the rise of shareholder activism. Highly recommended for all those interested in corporate governance generally, and M&A in particular.’
– Jennifer Hill, The University of Sydney, Australia

Contributors

Contributors: A. Afsharipour, J.M. Barry, R.P. Bartlett, A.H. Choi, J.C. Coates, S. Davidoff Solomon, J.J. Fedechko, S.J. Griffith, L.A. Hamermesh, C.A. Hill, L. Johnson, C.R. Korsmo, B.H. McDonnell, M. Myers, C.C. Nicholls, D. Palia, D.F. Parsons, B.J.M. Quinn, F. Restrepo, C.M. Sautter, S.M. Sepe, M.W. Shaner, D.G. Smith, S.D. Solomon, G. Subramanian, J.S. Tyler, D.H. Webber, C.K. Whitehead

Contents

Contents:

PART I History and Overview
1. Mergers and Acquisitions: A Cyclical and Legal Phenomenon
Claire A. Hill, Brian J.M. Quinn and Steven Davidoff Solomon

2. M&A Contracts: Purposes, Types, Regulation and Patterns of Practice
John C. Coates

3. The Market for Corporate Control: Survey of the Empirical Evidence, Estimation Issues, and Potential Areas for Future Research
Darius Palia

PART II Foundational Principles
4. The Modern Business Judgement Rule
D. Gordon Smith

5. Equivalence: Form and Substance in Business Acquisitions
Charles K. Whitehead

PART III Transaction Structuring
6. A Founders’ Guide to Unicorn Creation: How Liquidation Preferences in M&A Transactions Affect Start-up Valuation
Robert P. Bartlett

7. Addressing Informational Challenges with Earnouts in Mergers and Acquisitions
Albert H. Choi

PART IV Takeover and Deal Defenses
8. Takeover Defenses: The Lay of the Land and Disputed Sign Posts
Jordan M. Barry

9. Staggered Boards: Practice, Theory, and Evidence
Simone M. Sepe

10. Deal Protection Devices: The Negotiation, Protection, and Enforcement of M&A Transactions
Megan Wischmeier Shaner

PART V Standards of Review
11. The Role of Judicial Opinions in Shaping M&A Practice
Lawrence A. Hamermesh and Jacob J. Fedechko

12. The Reconfiguring of Revlon
Lyman Johnson

13. Freezeouts: Doctrine and Perspectives
Fernán Restrepo and Guhan Subramanian

PART VI Litigation
14. Settlements and Fees in Merger Litigation
Sean J. Griffith

15. Lead Plaintiffs and Lead Counsel in Deal Litigation
David H. Webber

PART VII Statutory Issues
16. The Deterrence Value of Stockholder Appraisal
Charles R. Korsmo and Minor Myers

17. Tender Offers and Disclosure: The History and Future of the Williams Act
Christina M. Sautter

PART VIII Shareholder Activism
18. Activist Stockholders, Corporate Governance Challenges, and Delaware Law
Donald F. Parsons, Jr. and Jason S. Tyler

19. Short and Long Term Investors (and Other Stakeholders Too): Must (and Do) Their Interests Conflict?
Claire A. Hill and Brett H. McDonnell

PART VIII Comparative Perspectives
20. Canadian M & A: A Comparative Perspective
Christopher C. Nicholls

21. Legal Transplants in the Law of the Deal: M&A Agreements in India
Afra Afsharipour

Index