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Mergers and the Market for Corporate Control

Edited by Fred S. McChesney, De la Cruz/Mentschikoff Professor of Law and Economics, University of Miami Law School, Florida, US
This volume provides an essential overview of one of the most important developments in economics, finance and law of the past generation: the growing realization of how the market for corporate control functions and why its operation is of crucial importance. Presenting seventeen seminal contributions, the book illustrates the importance of corporate control changes – mergers, acquisitions and other takeovers – in helping to align the interests of corporate shareholders and their managers. The mechanics of various takeover techniques (poison pills, greenmail and other gambits) are also explored alongside empirical research concerning the functioning of the market for corporate control.
Extent: 688 pp
Hardback Price: $357.00 Web: $321.30
Publication Date: 2012
ISBN: 978 1 84980 136 2
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  • Law - Academic
  • Company and Insolvency Law
  • Corporate Law and Governance
This volume provides an essential overview of one of the most important developments in economics, finance and law of the past generation: the growing realization of how the market for corporate control functions and why its operation is of crucial importance. Presenting seventeen seminal contributions, the book illustrates the importance of corporate control changes – mergers, acquisitions and other takeovers – in helping to align the interests of corporate shareholders and their managers. The mechanics of various takeover techniques (poison pills, greenmail and other gambits) are also explored alongside empirical research concerning the functioning of the market for corporate control.

Including an original introduction, this book will appeal to researchers interested in a summary of the growing appreciation of the market for corporate control, and also to others seeking to understand this aspect of the relationship between the economics and the law of the modern corporation.
‘If you’re involved in any way with law, economics, or finance, this book will undoubtedly enhance your understanding of the forces and phenomena than can and do impact on company law.’
– Phillip Taylor MBE and Elizabeth Taylor, The Barrister Magazine
17 articles, dating from 1933 to 2004
Contributors include: L. Bebchuk, A. Berle, Jr., W. Carney, R. Coase, F. Easterbrook, D. Fischel, D. Haddock, M. Jensen, H. Manne, R.B. Thompson
Contents:

Acknowledgements

Introduction Fred S. McChesney

PART I BACKGROUND
1. R.H. Coase (1937), ‘The Nature of the Firm’

PART II THE PERECEIVED PROBLEM
2. Adolf A. Berle, Jr. and Gardiner C. Means (1933), ‘The Divergence of Interest between Ownership and Control’
3. Michael C. Jensen and William H. Meckling (1976), ‘Theory of the Firm: Managerial Behavior, Agency Costs and Ownership Structure’
4. Michael C. Jensen (1986), ‘Agency Costs of Free Cash Flow, Corporate Finance, and Takeovers’

PART III MERGERS AND THE MARKET FOR CORPORATE CONTROL
5. Henry G. Manne (1965), ‘Mergers and the Market for Corporate Control’
6. William J. Carney (1999), ‘The Legacy of “The Market for Corporate Control” and the Origins of the Theory of the Firm’
7. Fred S. McChesney (1999), ‘Manne, Mergers, and the Market for Corporate Control’

PART IV HOW THE MARKET OPERATES: INTERNAL ISSUES
8. Frank H. Easterbrook and Daniel R. Fischel (1981), ‘The Proper Role of a Target's Management in Responding to a Tender Offer’
9. Lucian A. Bebchuk (1982), ‘The Case for Facilitating Competing Tender Offers’
10. David D. Haddock, Jonathan R. Macey and Fred S. McChesney (1987), ‘Property Rights in Assets and Resistance to Tender Offers’
11. Frank H. Easterbrook and Daniel R. Fischel (1982), ‘Corporate Control Transactions’
12. Robert B. Thompson and Randall S. Thomas (2004), ‘The New Look of Shareholder Litigation: Acquisition-Oriented Class Actions’

PART V HOW THE MARKET OPERATES: EXTERNAL ISSUES
13. William J. Carney and Leonard A. Silverstein (2003), ‘The Illusory Protections of the Poison Pill’
14. Jonathan R. Macey and Fred S. McChesney (1985), ‘A Theoretical Analysis of Corporate Greenmail’
15. John C. Coates, IV (2001), ‘Explaining Variation in Takeover Defenses: Blame the Lawyers’

PART VI EMPIRICAL EVIDENCE
16. Michael C. Jensen and Richard S. Ruback (1983), ‘The Market for Corporate Control: The Scientific Evidence’
17. Gregg A. Jarrell, James A. Brickley and Jeffry M. Netter (1988) ‘The Market for Corporate Control: The Empirical Evidence Since 1980’