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 16: The deterrence value of stockholder appraisal

Charles R. Korsmo and Minor Myers

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


This chapter provides an overview of modern appraisal litigation, describes a backlash among defendants and their advisors, and evaluates the chief potential argument levied against appraisal. The principal justification for appraisal is that, at the margin, it deters transactions that would deliver too little value to stockholders, as compared to remaining independent. The available evidence suggests that appraisal can serve this deterrence function better than other forms of merger-related litigation.

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