Comparative Paper on M&A: Transaction Structures, Law & Practice

Professor John
has a new paper titled Mergers,
Acquisitions and Restructuring: Types, Regulation, and Patterns of Practice

that is available on SSRN. The abstract is as follows:
important component of corporate governance is the regulation of significant
transactions – mergers, acquisitions, and restructuring. This paper (a chapter
in Oxford Handbook on Corporate Law and Governance, forthcoming) reviews how
M&A and restructuring are regulated by corporate and securities law,
listing standards, antitrust and foreign investment law, and industry-specific
regulation. Drawing on real-world examples from the world’s two largest M&A
markets (the US and the UK) and a representative developing nation (India),
major types of M&A transactions are reviewed, and six goals of M&A regulation
are summarized – to (1) clarify authority, (2) reduce costs, (3) constrain
conflicts of interest, (4) protect dispersed owners, (5) deter looting,
asset-stripping and excessive leverage, and (6) cope with side effects. Modes
of regulation either (a) facilitate M&A – collective action and call-right
statutes – or (b) constrain M&A – disclosure laws, approval requirements,
augmented duties, fairness requirements, regulation of terms, process and
deal-related debt, and bans or structural limits. The paper synthesizes
empirical research on types of transactions chosen, effects of law on M&A,
and effects of M&A. Throughout, similarities and differences across
transaction types and countries are noted. The paper concludes with
observations about what these variations imply and how law affects economic
The paper provides
a helpful analysis of various transactions structures and the legal regulations
surrounding them. The
analysis highlights how the Indian situation either compares or contrasts with
that prevailing in the US and the UK.

About the author

Umakanth Varottil

Umakanth Varottil is an Associate Professor at the Faculty of Law, National University of Singapore. He specializes in corporate law and governance, mergers and acquisitions and cross-border investments. Prior to his foray into academia, Umakanth was a partner at a pre-eminent law firm in India.

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