Research Handbook on Mergers and Acquisitions
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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.
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Chapter 11: The role of judicial opinions in shaping M & A practice

Lawrence A. Hamermesh and Jacob J. Fedechko

Abstract

This chapter reviews multiple ways in which judicial opinions in Delaware litigation involving mergers and acquisitions have influenced the process and content of such transactions. The courts achieve this influence by characterizing conduct as salutary or problematic, by validating or invalidating elements of transactions, and by providing interpretations of the agreements governing those transactions. As illustrations, this chapter reviews the impact of judicial opinions on use of fairness opinions, drafting of material adverse change (‘MAC’) clauses, the demise of two-tier tender offers, the emergence of poison pills, the use of special committees, the scope and content of deal protection measures, and disclosure of investment banker conflicts of interest.

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