Research Handbooks in Corporate Law and Governance series
Edited by Claire A. Hill and Steven Davidoff Solomon
Mergers and acquisitions is a subject of continuing and intense scholarly interest. It has a rich history; the history is informed by, and informs, the history of regulation and the relationship between government and industry. The scholarship includes fascinating descriptive inquiries as to how mergers and acquisitions are conducted, when, and why, and who they affect, and in what ways. Normative questions are also asked: should mergers and acquisitions be encouraged or discouraged? Answers to this question turn on the effects of mergers on companies, acquirers, and other market participants, as well as other stakeholders such as employees, customers, and the broader society. The literature on mergers and acquisition is voluminous, and a single Handbook cannot be comprehensive, but we hope in this book to cover many of the principal areas of current interest and debate in both the law and practice of mergers and acquisitions. Our goal is to illuminate and describe our understanding of this important field while setting an agenda for future research. This Handbook covers descriptive areas such as: how are deals structured, and why are they structured as they are? What mechanisms do companies use to deter and defeat hostile acquisition attempts, and how effective are these mechanisms? How has legal doctrine, both statutory and judge-made, developed as practices in the world of mergers and acquisitions have changed? When are lawsuits brought, and how often do they succeed? How does U.S. law and practice on mergers and acquisitions compare to law and practice in other countries? There are normative assessments, too, of whether it is desirable to give boards more or less power to resist being taken over, and, more generally, how well litigation works in these contexts, and whether the emergence of ‘shareholder activists’ who, without taking over corporations, attempt to have significant influence on corporate operations, is a good development and how the law should react. Because of the dominant role Delaware plays in merger and acquisition law and practice, Delaware law and practice is this Handbook’s principal focus.