A great merger wave occurring in the United States between 1897 and 1903 was the single most important event in a process that yielded the pattern of managerial control and dispersed share ownership which currently distinguishes America's corporate economy from arrangements in most other...

Contingent future payments have gained a solid reputation as fundamental ingredients of business acquisition transactions. Earn-outs specifically are a species of contingent future payments that have proved helpful in a plethora of recent merger deals. An earn-out is payment for performance...

This paper assesses the emerging regulatory framework for special purpose acquisition companies (SPACs). According to this framework, mergers of SPACs, known as de-SPACs, must be “fair” to public (or unaffiliated) SPAC shareholders, and transaction participants face heightened liability risk...

Special Purpose Acquisition Company (“SPAC”) directors are compensated with economic ownership of founders shares, shares which have value if the SPAC combines with an operating business and which expire worthless if that does not occur. By analyzing the public filings of the 248 SPACs that...

Unscheduled stock options to target CEOs are a non-trivial phenomenon during private merger negotiations. In 920 acquisition bids during 1999-2007, over 13% of targets grant them. These options substitute for golden parachutes and compensate target CEOs for benefits they forfeit because of the...

An intense academic debate has arisen recently concerning the crucial bedrock that underpins a corporate governance regime where widely-held public companies dominate. In the discourse, little has been said about the contribution of merger activity. The paper seeks to address this gap by...

At approximately the same time that the Sarbanes-Oxley Act increased the costs associated with being a public company, important Delaware case law created a difference in the standard of judicial review for the two basic methods of freezing out minority shareholders. While a freeze-out executed...

A primary concern in mergers and acquisitions is the risk the deal may be cancelled before it is completed. We document that this ``interim risk" varies asymmetrically with the aggregate market return. Deals paid in cash tend to be renegotiated when the market rises but cancelled when the market...

Shareholder approval in mergers generally takes a long time, but is it necessary? This Article finds that in the context of mergers, the approval requirement is not nearly as valuable a procedure as we might expect. I analyze shareholder approval patterns (target side) in all domestic mergers...

We provide novel evidence of an economically significant “seller's put” implied in M&A deals. Sellers maintain extensive legal rights to walk away from an initial deal – presumably when their value increases – while bidders are more constrained in their ability to withdraw. We model M&A...