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  • John C. Coffee, Jr.: Event Contracts and Prediction Markets Comment bubble 3 By John C. Coffee, Jr.
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Contractual Remedies in Mergers: Lessons from Crispo v. Musk

By Dhruv Aggarwal, Albert H. Choi and Geeyoung Min July 22, 2024 by renholding

What remedy should a target be entitled to get from a breaching buyer in a merger transaction? This seemingly straightforward question has surprisingly vexed M&A practitioners and judges over the years.

With a public target, the buyer typically promises to …

How Investment Banks’ Disagreement over Valuation Contributes to the Winner’s Curse

By Tingting Liu, Tao Shu and Jasmine Wang November 12, 2021 by renholding

The well-developed theory of the winner’s curse can potentially explain the poor performance of mergers and acquisitions (Roll, 1986). A key reason for the curse is the uncertainty concerning a deal’s value (e.g., Capen, Clapp, and Campbell, 1971; Bazerman and …

Why M&A Rumors Cause a Dip in Firm Productivity

By Christian Andres, Dmitry Bazhutov, Douglas Cumming and Peter Limbach March 17, 2021 by renholding

Rumors are common in financial markets and often relate to mergers and acquisitions (M&A). While the majority of M&A rumors originate from speculation or opinion pieces (Jia et al., 2020) and never turn into deal announcements, academic research finds that …

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Entrenchment Through Discretion over M&A Contractual Provisions

By Richard Schubert October 18, 2019 by renholding

Managerial entrenchment is detrimental to shareholder value (Faleye (2007), Cohen and Wang (2013), and Cohen and Wang (2017)). Managers are able to become entrenched by making specific investments whose value is higher under their watch than under that of the …

Deal Initiation in Mergers and Acquisitions

By Ronald W. Masulis and Serif Aziz Simsir February 12, 2019 by renholding

Contrary to common belief, M&A transactions are not overwhelmingly initiated by acquirers. Target managers frequently put their firms up for sale before receiving any unsolicited bids. In fact, in our sample of U.S. domestic M&A deals completed between 1997 and …

How M&A Can Lead to Better Management

By John (Jianqiu) Bai, Wang Jin and Matthew Serfling July 17, 2018 by renholding

A fundamental question in corporate finance is how mergers and acquisitions create value. Possibilities include generating economies of scale or scope, increasing managerial efficiency, improving production techniques, or strengthening market power. Synergies are a leading motive for doing mergers, but …

Feedback Effect of Disclosure Spillovers

By Jinhwan Kim, Rodrigo S. Verdi and Benjamin Yost May 18, 2018 by renholding

Prior research has documented the existence of disclosure externalities, or information spillovers, between firms in a number of different settings. The idea is that when two firms are economically related, public disclosures by one firm can affect the stock price …

How Enforcement Quality Affects the Use of M&A Earnouts

By Luca Viarengo, Stefano Gatti and Annalisa Prencipe May 2, 2018 by renholding

In mergers and acquisitions (M&A), one of the trickiest tasks is assessing the value of the company to be purchased or sold. While in some cases buyers and sellers come easily to an agreement, in others the information asymmetry between …

How Property Rights Contributed to the Evolution of Takeover Auctions

By Tingting Liu, J. Harold Mulherin and William O. Brown March 7, 2018 by renholding

Ronald Coase (1959, 1960)[1] [2] insightfully noted that with well-defined property rights, resources flow to their highest-valued use. In a recent paper, we apply this view of property rights to the corporate takeover market in the United States. Observers …

The Value of Unicorns and “Worthless” Companies Explained

By J.B. Heaton January 2, 2018 by renholding

In a new paper, “Worthless Companies,” I explain how companies with worthless assets can have substantial equity value on efficient markets and debt that trades near par, so long as an irrational bidder may acquire the company.

Consider a firm …

Cleary Gottlieb Discusses Recent Cyber-Attack Developments

By Jonathan S. Kolodner, Daniel Ilan, Rahul Mukhi and Martha E. Vega-Gonzalez July 11, 2017 by renholding

In late May, Target Corporation (“Target”) reached an $18.5 million settlement with the Attorneys General (“AGs”) of 47 states and the District of Columbia, resolving the AGs’ investigation into Target’s 2013 data security breach.  Target, like other victims of cyber …

Can Investors Anticipate Post-IPO Mergers and Acquisitions?

By Christopher W. Anderson, Gokhan Torna and Jian Huang March 21, 2017 by renholding

Of the nearly 6,000 U.S. firms that conducted initial public offerings between 1980 and 2008, 38 percent became merger bidders within three years after the IPO and 12 percent became takeover targets. It is important that investors understand these developments, …

The Golden Ratio of Corporate Deal-Making

By Christina M. Sautter August 3, 2016 by ilyabeylin

2015 and 2016 mark the 30th anniversaries of the Delaware Supreme Court’s landmark decisions in Unocal Corp. v. Mesa Petroleum Co.[1] and Revlon, Inc. v. Macandrews & Forbes Holdings, Inc.[2] Those cases and their progeny called for enhanced …

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Each business day, our team sifts through blog posts, news stories, and other sources to keep up-to-date on relevant recent developments. The following links will take you to our recommended selections. To see the sources we follow click Filter Sources.

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JPMorgan, Blackrock Scoff at AI Bubble
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SEC, Musk Settle Twitter Shares Case
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Delaware Chancery Allows Narrow Fraud Claim in M&A Earnout Case
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Delaware Business Litigation Report
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Losers Dominate Prediction Markets
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Beware Using AI to Draft Proxy
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Defendant Wins Securities Suit Trial
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Fidelity Mandates Five Days in Office
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Small Polymarket Group Winning Big
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SEC, CFTC Offer Amendments to Reduce Form PF Reporting Burdens
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CEO Explains How He Faked Results in $300 Million Meltdown
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Bloomberg
China Blocks Already Done Meta Deal
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Labor Department Indicates Proxy Advisers Have ERISA Fiduciary Duties
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Italy Extradites Chinese Hacker to U.S.
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New York Times
AI Start-Ups From Canada and Germany Merge to Take On Silicon Valley
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Delaware Corporate & Commercial Litigation Blog
Delaware Chancery Upholds Tesla’s Texas Bylaw Forum Provisions
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Deal Lawyers.com
Nasdaq Ups SPAC Listing Requirements
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Business Law Prof Blog
When Is a Delaware Claim Derivative?
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Reuters
Warner Shareholders Vote to Approve $110 Billion Merger With Paramount
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Wall Street Journal
Meta Plans to Lay Off 10% of Workers
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Bloomberg
Insider Trading Convictions Tossed on Appeal Because of Juror Bias
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NY Attorney General
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Bloomberg
American Air Explores Alaska Air Revenue-Sharing Deal
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Reuters
Lululemon Names Nike Exec CEO
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Wall Street Journal
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New York Times
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Sidley Enhanced Scrutiny
Chancery Reaffirms Caremark Limits
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Bloomberg
Deutsche Telekom Eyes T-Mobile Tie-up
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D&O Diary
Peloton Beats Product Safety Claims
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Wall Street Journal
Cybercrime Is Big “Scambodia” Industry
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BBC News
Insider Trading Vibe Taints White House
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bitcoin.com
SEC Swaps Suits for “ACT” Strategy
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New York Times
Chip Maker Cerebras Files for IPO
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D&O Diary
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Bloomberg
Scotus Mulls SEC Disgorgement
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Investing.com
U.S. Will Punish Fraud, Insider Trading, Derivatives Regulator Tells Congress
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Bloomberg
Crypto Bill Languishes in Senate
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Financial Times
White Collar Defense Lawyers Idled
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Bloomberg
Scotus May Nix Strongest SEC Remedy
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Deal Lawyers.com
Delaware Chancery Bars Claims Release as Condition of Merger Payment
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Wall Street Journal
Netflix Chair to Leave Board in June
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The Governance Beat
Delaware Chancery Finds CEO’s AI Prompts May Be Subject to Discovery
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D&O Diary
Cyber Incidents Have Long-Term Impact on Shareholder Value
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Bloomberg
SEC Chair Atkins Faces Ticking Clock as He Reshapes Wall Street Rules
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Business Law Prof Blog
Shareholder Voting Is Under Attack
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Dealbook
Trump Warns He’ll Fire Powell, Again
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Freshfields' A Fresh Take
FTC Rule Targets Food Delivery Fees
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The Governance Beat
SEC Chair Touts Pro-IPO Plan–Again
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D&O Diary
IBM Settles DEI False Claims Act Case
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Wall Street Journal
He Championed the Trumps’ Crypto Venture. Now He’s Attacking It.
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Bloomberg
Amazon’s $11.6 Billion Globalstar Deal Amps Up Rivalry With Musk
April 14, 2026
Freshfields Blog
Regulators Start Policing Insider Trading on Predictions Markets
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New York Post
Oracle Accused of Targeting Stock-Option Holders in Recent Layoffs
April 14, 2026
BBC News
Evergrande Founder Guilty of Fraud
April 14, 2026
Deal Lawyers.com
Chancery Enforces Forum-Selection Bylaw Before It Goes Into Effect
April 14, 2026
New York Times
Oil Shock Worse Than Some Thought
April 13, 2026
The Governance Beat
Trillium Uses Non-Lawsuit Tactic to Get Shareholder Proposal Included
April 13, 2026
Bloomberg
Trump’s World Liberty Investors Balk
April 13, 2026
Financial Times
Musk Hits Legal Losing Streak Ahead of Showdown With OpenAI’s Altman
April 13, 2026
Business Law Prof Blog
The Latest on Reincorporations
April 13, 2026
Dealbook
Bosses Wary of Crypto, PE in 401(K)s
April 12, 2026
Mint
White House Tells Staff No Futures Bets
April 12, 2026
Securities and Exchange Commission
SEC Employees Report Fraud, Get Cash
April 12, 2026
Yahoo Finance
Kalshi Wins Criminal Case Reprieve
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Exxon Makes Board Voters’ Sole Option
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Wall Street Journal
Iran Finds New Crypto-Economy Fuel
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Reuters
Paramount Seals Warner Deal Backing
April 9, 2026
D&O Diary
Lending Platform Upstart Hit With AI Related Securities Lawsuit
April 9, 2026
Bloomberg
Peterffy Belittles Insider Trading Bans
April 9, 2026
Financial Times
SEC Chair Says States Should Take Lead in Policing Corporate Behavior
April 9, 2026
Wall Street Journal
Meta Announces New AI Model
April 8, 2026
New York Times
Ackman Fund Bids for Universal Music
April 8, 2026
D&O Diary
Skechers Illustrates Take-Private Risks
April 8, 2026
Securities and Exchange Commission
David Woodcock to Head Enforcement
April 8, 2026
Deal Lawyers.com
Cyber Risks Rise After M&A Closings
April 8, 2026
D&O Diary
Collective Actions Rising Outside U.S.
April 7, 2026
New York Post
Dimon Warns of NYC Business Exodus
April 7, 2026
Wall Street Journal
Auditors Want AI to Handle Inventory
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Quinn Emanuel Insights
Con Law Challenges to FINRA Mount
April 7, 2026
Bloomberg
Jones Day Says Client Data Hacked
April 7, 2026
Wall Street Journal
Amazon, Post Office OK Delivery Deal
April 6, 2026
Bloomberg
OpenAI, Anthropic, Google Unite to Combat Model Copying in China
April 6, 2026
The Governance Beat
White House Issues AI Regs Blueprint
April 6, 2026
D&O Diary
Eli Lilly Urges Supreme Court to Strike Down FCA’s Qui Tam Provisions
April 6, 2026
The Hill
FBI Calls Data Breach “Major Incident”
April 6, 2026
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