The Inefficient Evolution of Merger Agreements
R Anderson IV, J Manns - Geo. Wash. L. Rev., 2017 - HeinOnline
Transactional law is one of the most economically significant areas of legal practice and
accounts for a large percentage of the profits and staffing at most elite law firms. But in spite …
accounts for a large percentage of the profits and staffing at most elite law firms. But in spite …
Revlon Is a Standard of Review: Why It's True and What It Means
JT Laster - Fordham J. Corp. & Fin. L., 2013 - HeinOnline
Powerful imagery from the Revlon decision'has long influenced Delaware's mergers and
acquisitions (" M&A") jurisprudence. In that landmark 1986 opinion, the Delaware Supreme …
acquisitions (" M&A") jurisprudence. In that landmark 1986 opinion, the Delaware Supreme …
Transforming the allocation of deal risk through reverse termination fees
A Afsharipour - Vand. L. Rev., 2010 - HeinOnline
Acquisition agreements are peppered with various provisions designed to mitigate, allocate,
or address the ramifications of deal risk. 1 The potential for deal risk is particularly …
or address the ramifications of deal risk. 1 The potential for deal risk is particularly …
The new look of deal protection
F Restrepo, G Subramanian - Stan. L. Rev., 2017 - HeinOnline
Deal protection in mergers and acquisitions (M&A) deals evolves in response to Delaware
case law and the business goals of acquirers and targets. We construct a new sample of …
case law and the business goals of acquirers and targets. We construct a new sample of …
Enhanced Scrutiny on the Buy-side
A Afsharipour, JT Laster - Ga. L. Rev., 2018 - HeinOnline
Empirical studies of acquisitions consistently find that public company bidders often overpay
for targets, imposing significant losses on bidder shareholders.'Research also indicates that …
for targets, imposing significant losses on bidder shareholders.'Research also indicates that …
Optionality in merger agreements
BJM Quinn - Del. J. Corp. L., 2010 - HeinOnline
The credit crisis of2008 and the subsequent collapse ofa number of high-profile acquisition
transactions put a spotlight on contracting practices that embedded optionality into merger …
transactions put a spotlight on contracting practices that embedded optionality into merger …
The Merger Agreement Myth
J Manns, R Anderson IV - Cornell L. Rev., 2012 - HeinOnline
THE MERGER AGREEMENT MYTH Page 1 THE MERGER AGREEMENT MYTH Jeffrey
Mannst & Robert Anderson IVI Practitioners and academics have long assumed that financial …
Mannst & Robert Anderson IVI Practitioners and academics have long assumed that financial …
Omnicare's Silver Lining
JT Laster - J. Corp. L., 2012 - HeinOnline
Measures in Omnicare v. NCS Healthcare, 3 DEPAUL Bus. & COM. LJ 105, 120-21 (2004)("
The [Omnicare] majority's decision was incorrect because NCS's board's actions did in fact …
The [Omnicare] majority's decision was incorrect because NCS's board's actions did in fact …
The Evolving Role of Economic Analysis in SEC Rulemaking
JT White - Ga. L. Rev., 2015 - HeinOnline
In economics literature, public policies are often compared to the benchmark of a benevolent
regulator-one that maximizes social welfare while balancing the interests of all affected …
regulator-one that maximizes social welfare while balancing the interests of all affected …
Re-Evaluating the Emerging Standard of Review for Matching Rights in Control Transactions
BJM Quinn - Del. J. Corp. L., 2011 - HeinOnline
In recent years courts have taken a permissive approach to matching rights, viewing them as
standardfeatures in merger agreements. Matching rights are deal protection devices …
standardfeatures in merger agreements. Matching rights are deal protection devices …