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 15: Lead plaintiffs and lead counsel in deal litigation

David H. Webber

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


The widely shared perception is that class action plaintiffs’ lawyers claim undeserved credit for positive outcomes in deal litigation, and that lead plaintiffs are irrelevant figureheads who exercise no influence over litigation outcomes. This view persists despite substantial efforts made by Delaware courts to sort for high-quality lead plaintiffs and lead counsel, and by institutional investors to screen for law-firm quality in opting for portfolio monitoring services. Do these judicial and investor efforts to screen for class-action leadership quality matter? Recent empirical scholarship suggests that they do. Top law firms and public pension fund lead plaintiffs correlate with better outcomes for investors, greater attorney effort, and lower attorney fees. In the most conflict-ridden transactions, markets react positively to the filing of suits by top firms, and negatively to suits filed by poor-quality firms alone. This evidence suggests that the deep skepticism towards lead counsel and lead plaintiff selection criteria may be misplaced.

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