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 M&A using history, theory, and empirical work, and also providing a theoretical framework for future research and development in the field. Its chapters explore the history of mergers and acquisitions, considering the theory behind the structure of modern transaction documentation. The authors 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 book'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

Being an M&A practitioner or litigator requires not only a knowledge of the law—the statutes, cases, and regulations—but also the documentation and the practices within the transacting community. This book prepares students for practice. The third edition includes and explains deal documentation, and discusses how negotiations proceed, referencing both the relevant law and transacting norms. It covers Federal and State law, as well as other relevant regulatory regimes involving antitrust, national security, FCPA and other issues. It has questions designed to get students to understand the law and the underlying policy, and problems to get students familiar with transaction structuring.

This book provides a broad survey of past and recent scholarship on mergers and acquisitions. Seminal work on the history, rationales and outcomes of mergers and acquisitions is followed by leading articles on what M&A lawyers do. Major articles by prominent authorities in the field explore how deals are done, defended and terminated. The volume concludes with several eminent selections on private equity deals and international issues. With an authoritative original introduction by the editors, the book is a valuable source of reference to the leading theoretical and historical perspectives on the subject, and to the particulars of deal-making. It will be of interest not only to scholars in law, business and economics but also to lawyers and policymakers dealing with mergers and acquisitions.

Scholarly analysis of corporate law in the United States has come to be dominated by an economic approach. Professor Hill and Professor McDonnell here draw together seminal articles which represent major milestones along the road that economics has traveled in coming to play this central role in corporate law scholarship. The focus is on the analysis of corporate law, drawing mainly upon legal scholarship and particularly on US scholarship, which is the originator of the application of modern economic analysis to corporate law and has had much influence in other countries.Beginning with several of the key works on the economics of the firm which have most heavily influenced legal scholarship, the title explores the central legal role of the board of directors and state competition for corporate charters. It further considers the role of hostile takeovers and board defenses against them and the effectiveness of shareholder suits and other agency mechanisms. 31 articles, dating from 1931 to 2006 Contributors include: L.A. Bebchuk, A.A. Berle, Jr., B.S. Black, H. Hansmann, R. Kraakman, H. Manne, M.J. Roe, R. Romano, O. Williamson

Comprising essays specially commissioned for the volume, leading scholars who have shaped the field of corporate law and governance explore and critique developments in this vibrant and expanding area and offer possible directions for future research. This important addition to the Research Handbooks in Law and Economics series provides insights into subjects such as the role of directors, shareholders, creditors and employees; empirical studies of litigation and shareholder activism; executive compensation; corporate gatekeepers; comparative law; and behavioral approaches to law and finance. Topics are organized within five sections: corporate constituencies, insider governance, gatekeepers, jurisdiction, and new theory. Taken as a whole, the volume serves as an introduction for those new to the field and as a reference for those unfamiliar with some of the topics discussed. Authoritative and accessible, the Research Handbook on the Economics of Corporate Law will be a valuable resource for students, scholars, and practitioners of corporate law and economics. Contributors: R.B. Ahdieh, V. Atanasov, S.M. Bainbridge, B. Black, M.M. Blair, M.T. Bodie, C.S. Ciccotello, D.C. Clarke, L.A. Cunningham, A. Darbellay, S.M. Davidoff, L.M. Fairfax, F. Ferri, J.E. Fisch, T. Frankel, R.J. Gilson, S.J. Griffith, C.A. Hill, R. Kraakman, D.C. Langevoort, I.B. Lee, B.H. McDonnell, R.W. Painter, F. Partnoy, D.G. Smith, R.S. Thomas, R.B. Thompson, D.I. Walker, C.K. Whitehead

Taking financial risks is an essential part of what banks do, but there's no clear sense of what constitutes responsible risk. Taking legal risks seems to have become part of what banks do as well. Since the financial crisis, Congress has passed copious amounts of legislation aimed at curbing banks' risky behavior. Lawsuits against large banks have cost them billions. Yet bad behavior continues to plague the industry. Why isn't there more change? In Better Bankers, Better Banks, Claire A. Hill and Richard W. Painter look back at the history of banking and show how the current culture of bad behavior-dramatized by the corrupt, cocaine-snorting bankers of The Wolf of Wall Street-came to be. In the early 1980s, banks went from partnerships whose partners had personal liability to corporations whose managers had no such liability and could take risks with other people's money. A major reason bankers remain resistant to change, Hill and Painter argue, is that while banks have been faced with large fines, penalties, and legal fees-which have exceeded one hundred billion dollars since the onset of the crisis-the banks (which really means the banks'shareholders) have paid them, not the bankers themselves. The problem also extends well beyond the pursuit of profit to the issue of how success is defined within the banking industry, where highly paid bankers clamor for status and clients may regard as inevitable bankers who prioritize their own self-interest. While many solutions have been proposed, Hill and Painter show that a successful transformation of banker behavior must begin with the bankers themselves. Bankers must be personally liable from their own assets for some portion of the bank's losses from excessive risk-taking and illegal behavior. This would instill a culture that discourages such behavior and in turn influence the sorts of behavior society celebrates or condemns. Despite many sensible proposals seeking to reign in excessive risk-taking, the continuing trajectory of scandals suggests that we're far from ready to avert the next crisis. Better Bankers, Better Banks is a refreshing call for bankers to return to the idea that theirs is a noble profession.

The Neglected Role of Justification under Uncertainty in Corporate Governance and Finance does three novel things. First, it demonstrates that the need to justify is pervasive and identifies a type of agency cost - "justification costs" - resulting from decisions motivated by justification. Second, it considers the relationship between these sorts of agency costs and more traditional agency costs, such as those involving self-dealing or empire building. Third, and most importantly, it introduces a role for uncertainty. Under conditions of low(er) uncertainty, more accountability does not necessarily increase justification costs, which are apt to be low in any event, and does reduce traditional agency costs. But under conditions of uncertainty, accountability increases justification costs, potentially in an amount greater than any reduction in traditional agency costs; under some circumstances, reducing accountability, thereby granting managers more leeway, may be preferable. The authors propose a mechanism by which managers and stockholders can agree on granting managers some leeway for a specified period of time, in the form of "Control-Enhancing-Mechanisms" (CEMs). They consider how the existence of justification costs might apply in some private and public financial contexts, and suggest some solutions in those contexts as well.