An important component of corporate governance is the regulation of significant transactions – mergers, acquisitions, and restructuring. This paper (a chapter in Oxford Handbook on Corporate Law and Governance, forthcoming) reviews how M&A and restructuring are regulated by corporate and...

This article examines the Proper Purpose Rule and the Exercise of Directors' Power in the recent JKX case as decided by the UK Supreme court. The decision of the JKX case now represents the leading Common law authority on the interpretation and application of the Proper Purpose Rule (the Rule or...

This paper considers whether the concern that implementation of Directive 2004/25 (Takeover Directive) by the Companies Act 2006 will lead to a culture of litigation that would be detrimental to takeovers is justified, with reference to: (1) the common law approach restricting tactical...

Earnouts are contractual agreements in merger and acquisition (M&A) deals that link part of the acquisition price to the future performance of the target company. These contracts seem to be a panacea for adverse selection and valuation risk issues in M&As. However, earnouts are not very popular....

When shareholders of a target firm expect a value improving takeover to be successful, they are individually better off not tendering their shares to the buyer and the takeover potentially fails. Squeeze-out procedures can overcome this free-riding dilemma by allowing a buyer to enforce a payout...

In merger agreements, the seller makes contractual representations and warranties (“reps”) about the state of the target, e.g., attesting to the accuracy of the target’s financial statements. We obtain a proprietary sample of claims for breaches of the reps in acquisition agreements...

The Fortis Bank takeover court case demonstrates how shareholders' claims can make a merger and takeover case less speedy and, indeed, more costly. The case also raises a number of legal issues relating to corporate governance in a takeover situation such as the role of minority shareholders,...

This paper argues that in revising the Takeover Bid Directive, EU policymakers should adopt a neutral approach toward takeovers, i.e. enact rules that neither hamper nor promote them. The rationale behind this approach is that takeovers can be both value-creating and value-decreasing and there...

Many companies continue to go public with takeover defenses even though institutional investors zealously oppose defenses in public companies. In this Article, I analyze the determinants of takeover defenses at IPO firms using an empirical analysis of 259 IPOs from 2008-12, interviews with...