The proposed project is a large-scale empirical study of legal aspects of corporate mergers. Mergers and acquisitions are transformative events in the life of corporations. The responsibility on corporate managers to make the right decisions in these events is great, and the potential for divergence between their interests and those of shareholders is high: Managers may resist a sale at a large premium to keep their job, push for a sale at an inadequate price to secure high retirement benefits, or overpay in acquisitions to increase their own power. An intricate system of legal rules is in place to minimize such self-serving behavior. But do the rules work? Do they have undesirable effects? The goal of the project is to answer these questions quantitatively and propose how the law can be improved. The project will begin with a study of shareholder involvement in mergers. The specific questions that will be examined are whether shareholder voting prevents poor managerial decisions, and whether managers bundle controversial governance changes with mergers to secure shareholder approval of both. Once this part of the study is completed, I will proceed to examining other legal aspects of mergers, such as deal structure, risk allocation, and taxation.
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