Mergers, Acquisitions and Restructuring: Types, Regulation, and Patterns of Practice

John C. Coates, IV

Harvard Law School

July 7, 2014

Forthcoming in Oxford Handbook on Corporate Law and Governance

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 securities law, listing standards, antitrust and foreign investment law, and industry-specific regulation. Drawing on real-world examples from the world’s two largest M&A markets (the US and the UK) and a representative developing nation (India), major types of M&A transactions are reviewed, and six goals of M&A regulation are summarized – to (1) clarify authority, (2) reduce costs, (3) constrain conflicts of interest, (4) protect dispersed owners, (5) deter looting, asset-stripping and excessive leverage, and (6) cope with side effects. Modes of regulation either (a) facilitate M&A – collective action and call-right statutes – or (b) constrain M&A – disclosure laws, approval requirements, augmented duties, fairness requirements, regulation of terms, process and deal-related debt, and bans or structural limits. The paper synthesizes empirical research on types of transactions chosen, effects of law on M&A, and effects of M&A. Throughout, similarities and differences across transaction types and countries are noted. The paper concludes with observations about what these variations imply and how law affects economic activity.

Number of Pages in PDF File: 42

Keywords: Mergers, Acquisitions, Restructuring, Corporate Law and Governance, Corporate Law, Securities Law, Listing Standards, Antitrust and Foreign Investment Law

JEL Classification: D23, D70, D82, F21, G32, G34, G38, K21, K22, K23, K41

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Date posted: July 8, 2014 ; Last revised: August 12, 2014

Suggested Citation

Coates, IV, John C., Mergers, Acquisitions and Restructuring: Types, Regulation, and Patterns of Practice (July 7, 2014). Forthcoming in Oxford Handbook on Corporate Law and Governance. Available at SSRN: https://ssrn.com/abstract=2463251

Contact Information

John C. Coates (Contact Author)
Harvard Law School ( email )
1575 Massachusetts
Hauser 406
Cambridge, MA 02138
United States

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