The Role of Judicial Opinions in Shaping M&A Practice
Research Handbook on Mergers and Acquisitions (Edward Elgar 2016)
24 Pages Posted: 26 Aug 2015 Last revised: 23 Dec 2016
Date Written: August 17, 2015
This chapter of the forthcoming Research Handbook on Mergers and Acquisitions reviews several aspects of merger and acquisition practice that reflect strong influence from opinions of the Delaware courts. Such aspects include the use of fairness opinions, the demise of the two-tier tender offer, the effect of poison pills, the use of special committees and majority of the minority votes in freezeouts, deal protection measures, MAC clauses, and disclosure of investment banker conflicts.
Keywords: fairness opinions, two-tier tender offers, poison pills, special committees, majority of the minority vote, deal protection measures, MAC clauses, investment banker conflicts
JEL Classification: K22
Suggested Citation: Suggested Citation