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...

The recent influx of foreign companies to the U.S. capital markets via reverse mergers, transactions that bypass the scrutiny given to IPOs, has raised concerns about the quality of financial reporting by the resulting firms. Using an array of proxies for reporting quality, we find that the...

In 2005 the European Union adopted a Directive on Cross-Border Mergers, which Member States have to implement until 15 December 2007. This Directive is not only interesting for European lawyers because it addresses general problems of cross-border mergers and could therefore also become an...

The Takeovers Panel reached its fifth anniversary of resolving takeover disputes in place of the courts in March 2005. As a result, there has been a fundamental change to the processes of dispute resolution in Australian takeover law. This article provides an empirical analysis of the Panel's...

This draft explores the takeover war between Vanke (target) and Baoneng Group (bidder) and related issues on hostile takeovers in China. The Vanke-Baoneng case (hereinafter Vanke case) has raised many questions about corporate governance, a market for corporate control, market institutions,...

Efficient contracting depends upon imposing risk on the party with superior access toinformation. Yet the parties in mergers and acquisitions transactions now commonly useRepresentation and Warranty Insurance (“RWI”) to shift this risk to a third-party insurer.Because liability and trust go...

Embraced by US managers in the 1980s as a lifeline in a sea of hostile takeovers, the poison pill fundamentally altered the trajectory of American corporate governance. When a hostile takeover wave seemed imminent in Japan in the mid-2000s, Japanese boards appeared to embrace this American...

This paper examines the effect of disclosure regulation on the takeover market. We study the implementation of a recent European regulation that imposes tighter disclosure requirements regarding the financial and ownership information on public firms. We find a substantial drop in the number of...

Antitakeover provisions play a central role in corporate governance research. But there is little agreement over which, if any, provisions affect takeover likelihoods. As a result, researchers variously use the G-index, E-index, ad hoc indices, or selected individual provisions such as...

For several years, merger freezeouts were invariably subject to entire fairness review, a demanding standard of judicial review that enables courts to revise the price of a transaction when the price is challenged by the shareholders of the selling company. But this changed in 2013. In an...