Table of Contents

Research Handbook on Mergers and Acquisitions

Research Handbook on Mergers and Acquisitions

Research Handbooks in Corporate Law and Governance series

Edited by Claire A. Hill and Steven Davidoff Solomon

Global in scope and written by leading scholars in the field, the Research Handbook on Mergers and Acquisitions is a modern-day survey of the state of M & A. Its chapters explore the history of mergers and acquisitions and also consider the theory behind the structure of modern transaction documentation. The book 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. This Handbook will be an invaluable resource for scholars, practitioners, judges and legislators.

Chapter 2: M & A contracts: purposes, types, regulation, and patterns of practice

John C. Coates

Subjects: law - academic, corporate law and governance, finance and banking law


M & A transactions are governed by contracts that exhibit constrained variation – they are negotiated, yet full of boilerplate, tailored, yet full of patterns and regularities. This chapter reviews the suite of contracts commonly needed in an M & A transaction, and offers two complementary descriptions of the core ‘deal contracts’ in M & A. The first tracks the customary organization of the contracts themselves, and the second re-analyzes their contents with a new, functional typology derived from the purposes of deal contracts: (1) specification (especially of deal structure, pricing terms, and, in partial acquisitions, the business to be acquired); (2) risk-sharing; (3) process management; (4) control and information sharing; and (5) dispute management. Each description is illustrated by examples from and links to recent, high-profile deals, augmented with cross-sectional data from a representative sample of M & A contracts involving U.S. targets. Ways that ownership and regulation shape M & A contracts for U.S. targets are summarized, and data consistent with that summary is presented. Finally, the rapidly growing body of empirical research on the contents and effects of M & A contracts is surveyed. The chapter concludes with a brief agenda for future research on M & A contracts.

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