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Research Handbook on Mergers and Acquisitions
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.
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
– 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
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
