MARC Record from Library of Congress

LEADER: 03038nam a22003137a 4500
001 2010655610
003 DLC
005 20100624134004.0
007 cr |||||||||||
008 100624s2010 mau sb 000 0 eng
010 $a 2010655610
040 $aDLC$cDLC
050 00 $aK487.E3
100 1 $aCoates, John C.,$d1964-
245 14 $aThe powerful and pervasive effects of ownership on M&A$h[electronic resource] /$cJohn C. Coates IV.
260 $aCambridge, MA :$bHarvard Law School,$c[2010]
490 1 $aDiscussion paper,$x1045-6333;$vno. 669
538 $aSystem requirements: Adobe Acrobat Reader.
538 $aMode of access: World Wide Web.
500 $aTitle from PDF file as viewed on 6/24/2010.
530 $aAlso available in print.
504 $aIncludes bibliographical references.
520 3 $a"Abstract: Ownership dispersion is a first-order determinant of M&A practices. Firms with dispersed ownership are more salient, and tend to be larger, but dispersion varies significantly among even large US businesses, and affects M&A deal size, duration, techniques, contract terms, and outcomes. These effects arise directly from the economics of dispersion, but also from interactions between economics and law. Dispersion creates transaction costs and heterogeneous beliefs and preferences that have straightforward effects on M&A deal size, techniques, and some contract terms. But dispersion also has less intuitive, indirect, and important effects as mediated through laws that among other things compensate for agency costs and collective action problems. Each key body of law for M&A -- contract law, corporate law, securities law, and antitrust law -- is shaped in practice by ownership of target firms. These effects are tested in 20 hypotheses on how ownership dispersion affects M&A, with comprehensive M&A data from the 1990s and 2000s, and a new detailed hand-coded matched sample of 120 recent public and private target M&A contracts. The data show the importance of ownership to M&A deal structure, choice of consideration, bid duration, completion rates, risk-allocation, and dispute resolution. Appreciation of how pervasive and powerful the effects of ownership are on M&A should improve contracting and has implications for investment bankers, boards, courts, and researchers in choosing comparable transactions for valuation, benchmarking, doctrinal analogies, drafting models, teaching M&A in business and lawschools, and econometric modeling of M&A"--John M. Olin Center for Law, Economics, and Business web site.
650 0 $aConsolidation and merger of corporations$xLaw and legislation.
650 0 $aBusiness enterprises$xOwnership.
650 0 $aStock ownership.
710 2 $aJohn M. Olin Center for Law, Economics, and Business.
830 0 $aDiscussion paper (John M. Olin Center for Law, Economics, and Business : Online) ;$vno. 669.
856 40 $zView the PDF version of the paper at the School's website$uhttp://www.law.harvard.edu/programs/olin%5Fcenter/papers/669%5FCoates.php