M&A

Working Paper

22 December 2018

Asking the Right Question: The Statutory Right of Appraisal and Efficient Markets

In this Article, we make several contributions to the literature on appraisal rights and similar cases in which courts assign values to a company’s shares in the litigation context. First, we applaud the recent trend in Delaware cases...

Jonathan Macey | Joshua Mitts
08 June 2018

China as a "National Strategic Buyer": Towards a Multilateral Regime for Cross-Border M&A

Unlike the case of cross-border trade, there is no explicit international governance regime for cross-border M&A; rather, there is a shared understanding that publicly traded companies are generally for purchase by any bidder...

Jeffrey Gordon | Curtis J. Milhaupt
22 November 2017

The Shifting Tides of Merger Litigation

In 2015, Delaware made several important changes to its laws concerning merger litigation. These changes, which were made in response to a perception that levels of merger litigation were too high and that a substantial proportion of...

Matthew Cain | Jill Fisch | Steven Davidoff Solomon | Randall Thomas
08 December 2016

Will I Get Paid? Employee Stock Options and Mergers and Acquisitions

We analyze how employee compensation contracts of target firms affect merger terms and outcomes. Using unique data from merger agreements, we document that in 80.0% of all M\&A deals at least some of the target's ESOs are canceled by...

Ilona Babenko | Fangfang Du | Yuri Tserlukevich

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