Holdups Renegotiation And Deal Protection In Mergers
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Holdups Renegotiation And Deal Protection In Mergers
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Author : Edith S. Hotchkiss
language : en
Publisher:
Release Date : 2009
Holdups Renegotiation And Deal Protection In Mergers written by Edith S. Hotchkiss and has been published by this book supported file pdf, txt, epub, kindle and other format this book has been release on 2009 with categories.
This paper examines the contracting and negotiation process in mergers using an incomplete contracts framework. Our multi-period model allows for the arrival of new information and renegotiation subsequent to the signing of an initial merger agreement but prior to deal completion or termination. We show that a properly designed initial contract solves the holdup problem during renegotiation and induces higher deal-specific effort that increases expected payoffs from the merger. The contract grants an option to the target to terminate the merger, while the strike on the option compensates the acquirer's effort without imposing excessive costs on the target for pursuing non-merger alternatives. The option strike can be implemented by the use of deal protection devices, such as a target termination fee or an acquirer lockup. Employing a large sample of stock mergers, we find evidence supporting model predictions for the renegotiation of contracts, deal outcomes, and the use of deal protection devices.
Holdups Renegotiation And Termination Fees In Mergers
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Author : Edith S. Hotchkiss
language : en
Publisher:
Release Date : 2009
Holdups Renegotiation And Termination Fees In Mergers written by Edith S. Hotchkiss and has been published by this book supported file pdf, txt, epub, kindle and other format this book has been release on 2009 with categories.
We examine contracts used in mergers from the announcement of initial definitive agreement to the completion or termination of the deal, and the renegotiation process in between. We build a model that allows for renegotiation following the arrival of new information, and demonstrate that a properly designed contract solves the holdup problem and induces higher deal-specific efforts that increase the synergy of the merger. The contract grants an option to the target to terminate the merger, while the strike price can be regarded as the quot;termination feequot; paid by the target. The optimal target termination fee compensates the acquirer's deal-specific effort without imposing excessive costs on the target for pursuing non-merger alternatives. With a sample of stock mergers from 1994 to 1999 we find: 1) termination fees are used more frequently on the target side than on the acquirer side because the target's holdup problem is more severe; 2) an acquirer's lockup option or a toehold are also devices to solve target's holdup problem; 3) target termination fee increases when measures of acquirer's deal-specific effort increase, but it decreases when measures of the target's non-merger alternatives increase; and 4) renegotiation of the initial agreement ensures that the merger decision is efficient at the time of merger completion or termination.
Mergers Acquisitions And Other Restructuring Activities
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Author : Donald DePamphilis
language : en
Publisher: Academic Press
Release Date : 2013-10-01
Mergers Acquisitions And Other Restructuring Activities written by Donald DePamphilis and has been published by Academic Press this book supported file pdf, txt, epub, kindle and other format this book has been release on 2013-10-01 with Business & Economics categories.
In the seventh edition of Mergers, Acquisitions, and Other Restructuring Activities – winner of a 2014 Textbook Excellence Award (Texty) from the Text and Academic Authors Association – Donald DePamphilis looks into the heart of current economic trends. In addition to a new chapter on the ways deals are financed, more than 85% of the 54 integrative case studies are new and involve transactions announced or completed since 2010. This new edition anchors its insights and conclusions in the most recent academic research, with references to more than 170 empirical studies published in leading peer-reviewed journals since 2010. Practical exhibits, case studies involving diverse transactions, easy-to-understand numerical examples, and hundreds of discussion questions and practical exercises are included. This substantially updated content, supplemented by questions from CFA Institute examinations, offers the only comprehensive exploration of today's business transactions. Mergers, acquisitions, and restructuring transactions reveal the inner workings of our economy. This longstanding, award-winning treatment lays out what every student and professional should understand about their parts, what they are intended to accomplish, and what their competitive, strategic, and value consequences are. Winner of a 2014 Texty Award from the Text and Academic Authors Association Includes up-to-date and notable transactions (Facebook's takeover of Instagram and Linkedin's IPO) and regulations (Dodd-Frank Act of 2010 and JOBS Act of 2012) Covers recent trends (emerging country acquirers in global M&As) and tactics ("top-up" options and "cash-rich" split-offs) Additional content available online
Can Blockchain Solve The Hold Up Problem In Contracts
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Author : Richard Holden
language : en
Publisher: Cambridge University Press
Release Date : 2021-11-18
Can Blockchain Solve The Hold Up Problem In Contracts written by Richard Holden and has been published by Cambridge University Press this book supported file pdf, txt, epub, kindle and other format this book has been release on 2021-11-18 with Political Science categories.
A vexing problem in contract law is modification. Two parties sign a contract but before they fully perform, they modify the contract. Should courts enforce the modified agreement? A private remedy is for the parties to write a contract that is robust to hold-up or that makes the facts relevant to modification verifiable. Provisions accomplishing these ends are renegotiation-design and revelation mechanisms. But implementing them requires commitment power. Conventional contract technologies to ensure commitment – liquidated damages – are disfavored by courts and themselves subject to renegotiation. Smart contracts written on blockchain ledgers offer a solution. We explain the basic economics and legal relevance of these technologies, and we argue that they can implement liquidated damages without courts. We address the hurdles courts may impose to use of smart contracts on blockchain and show that sophisticated parties' ex ante commitment to them may lead courts to allow their use as pre-commitment devices.
Applied Mergers And Acquisitions
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Author : Robert F. Bruner
language : en
Publisher: John Wiley & Sons
Release Date : 2016-02-08
Applied Mergers And Acquisitions written by Robert F. Bruner and has been published by John Wiley & Sons this book supported file pdf, txt, epub, kindle and other format this book has been release on 2016-02-08 with Business & Economics categories.
A comprehensive guide to the world of mergers and acquisitions Why do so many M&A transactions fail? And what drives the success of those deals that are consummated? Robert Bruner explains that M&A can be understood as a response by managers to forces of turbulence in their environment. Despite the material failure rates of mergers and acquisitions, those pulling the trigger on key strategic decisions can make them work if they spend great care and rigor in the development of their M&A deals. By addressing the key factors of M&A success and failure, Applied Mergers and Acquisitions can help readers do this. Written by one of the foremost thinkers and educators in the field, this invaluable resource teaches readers the art and science of M&A valuation, deal negotiation, and bargaining, and provides a framework for considering tradeoffs in an effort to optimize the value of any M&A deal.
Florida State University Law Review
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Author : Florida State University. College of Law
language : en
Publisher:
Release Date : 2006
Florida State University Law Review written by Florida State University. College of Law and has been published by this book supported file pdf, txt, epub, kindle and other format this book has been release on 2006 with Electronic journals categories.
The Theory Of Corporate Finance
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Author : Jean Tirole
language : en
Publisher: Princeton University Press
Release Date : 2010-08-26
The Theory Of Corporate Finance written by Jean Tirole and has been published by Princeton University Press this book supported file pdf, txt, epub, kindle and other format this book has been release on 2010-08-26 with Business & Economics categories.
"Magnificent."—The Economist From the Nobel Prize–winning economist, a groundbreaking and comprehensive account of corporate finance Recent decades have seen great theoretical and empirical advances in the field of corporate finance. Whereas once the subject addressed mainly the financing of corporations—equity, debt, and valuation—today it also embraces crucial issues of governance, liquidity, risk management, relationships between banks and corporations, and the macroeconomic impact of corporations. However, this progress has left in its wake a jumbled array of concepts and models that students are often hard put to make sense of. Here, one of the world's leading economists offers a lucid, unified, and comprehensive introduction to modern corporate finance theory. Jean Tirole builds his landmark book around a single model, using an incentive or contract theory approach. Filling a major gap in the field, The Theory of Corporate Finance is an indispensable resource for graduate and advanced undergraduate students as well as researchers of corporate finance, industrial organization, political economy, development, and macroeconomics. Tirole conveys the organizing principles that structure the analysis of today's key management and public policy issues, such as the reform of corporate governance and auditing; the role of private equity, financial markets, and takeovers; the efficient determination of leverage, dividends, liquidity, and risk management; and the design of managerial incentive packages. He weaves empirical studies into the book's theoretical analysis. And he places the corporation in its broader environment, both microeconomic and macroeconomic, and examines the two-way interaction between the corporate environment and institutions. Setting a new milestone in the field, The Theory of Corporate Finance will be the authoritative text for years to come.
The Art Of Capital Restructuring
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Author : H. Kent Baker
language : en
Publisher: John Wiley & Sons
Release Date : 2011-07-28
The Art Of Capital Restructuring written by H. Kent Baker and has been published by John Wiley & Sons this book supported file pdf, txt, epub, kindle and other format this book has been release on 2011-07-28 with Business & Economics categories.
The most up-to-date guide on making the right capital restructuring moves The Art of Capital Restructuring provides a fresh look at the current state of mergers, acquisitions, and corporate restructuring around the world. The dynamic nature of M&As requires an evolving understanding of the field, and this book considers several different forms of physical restructuring such as divestitures as well as financial restructuring, which refers to alterations in the capital structure of the firm. The Art of Capital Restructuring not only explains the financial aspects of these transactions but also examines legal, regulatory, tax, ethical, social, and behavioral considerations. In addition to this timely information, coverage also includes discussion of basic concepts, motives, strategies, and techniques as well as their application to increasingly complex, real-world situations. Emphasizes best practices that lead to M&A success Contains important and relevant research studies based on recent developments in the field Comprised of contributed chapters from both experienced professionals and academics, offering a variety of perspectives and a rich interplay of ideas Skillfully blending theory with practice, this book will put you in a better position to make the right decisions with regard to capital restructuring in today's dynamic business world.
Comparative Corporate Governance
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Author : Afra Afsharipour
language : en
Publisher: Edward Elgar Publishing
Release Date : 2021-06-25
Comparative Corporate Governance written by Afra Afsharipour and has been published by Edward Elgar Publishing this book supported file pdf, txt, epub, kindle and other format this book has been release on 2021-06-25 with Law categories.
This research handbook provides a state-of-the-art perspective on how corporate governance differs between countries around the world. It covers highly topical issues including corporate purpose, corporate social responsibility and shareholder activism.
Merger Decisions
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Author : Federal Deposit Insurance Corporation
language : en
Publisher:
Release Date :
Merger Decisions written by Federal Deposit Insurance Corporation and has been published by this book supported file pdf, txt, epub, kindle and other format this book has been release on with Bank mergers categories.