Mergers, Acquisitions and Restructuring: Types, Regulation, and Patterns of Practice

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Mergers, Acquisitions and Restructuring: Types, Regulation, and Patterns of Practice

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Title: Mergers, Acquisitions and Restructuring: Types, Regulation, and Patterns of Practice
Author: Coates, John C
Citation: John C. Coates IV, Mergers, Acquisitions and Restructuring: Types, Regulation, and Patterns of Practice (Harvard John M. Olin Discussion Paper Series Discussion Paper No. 781, July 2014, Oxford Handbook on Corporate Law and Governance, forthcoming).
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Abstract: An important component of corporate governance is the regulation of significant transactions – mergers, acquisitions, and restructuring. This paper (a chapter in Oxford Handbook on Corporate Law and Governance, forthcoming) reviews how M&A and restructuring are regulated by corporate and securities law, listing standards, antitrust and foreign investment law, and industry-specific regulation. Drawing on real-world examples from the world’s two largest M&A markets (the US and the UK) and a representative developing nation (India), major types of M&A transactions are reviewed, and six goals of M&A regulation are summarized – to (1) clarify authority, (2) reduce costs, (3) constrain conflicts of interest, (4) protect dispersed owners, (5) deter looting, asset-stripping and excessive leverage, and (6) cope with side effects. Modes of regulation either (a) facilitate M&A – collective action and call-right statutes – or (b) constrain M&A – disclosure laws, approval requirements, augmented duties, fairness requirements, regulation of terms, process and deal-related debt, and bans or structural limits. The paper synthesizes empirical research on types of transactions chosen, effects of law on M&A, and effects of M&A. Throughout, similarities and differences across transaction types and countries are noted. The paper concludes with observations about what these variations imply and how law affects economic activity.
Published Version: http://www.law.harvard.edu/programs/olin_center/papers/pdf/Coates_781.pdf
Other Sources: http://ssrn.com/abstract=2463251
http://dx.doi.org/10.1093/oxfordhb/9780198743682.013.29
Terms of Use: This article is made available under the terms and conditions applicable to Other Posted Material, as set forth at http://nrs.harvard.edu/urn-3:HUL.InstRepos:dash.current.terms-of-use#LAA
Citable link to this page: http://nrs.harvard.edu/urn-3:HUL.InstRepos:20213003
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