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John C. Coates, Mergers, Acquisitions, and Restructuring Types, Regulation, and Patterns of Practice, in The Oxford Handbook of Corporate Law and Governance (2d ed. 2025).


Abstract: This chapter examines the regulation of mergers and acquisitions (M&A), and restructuring within corporate law and governance, focusing on their role in improving corporate and societal outcomes. It defines M&A transactions, emphasizing their complexity and significance, and explores how corporate decision-makers navigate ownership changes. The regulation of M&A aims to allocate authority, reduce transaction costs, resolve conflicts of interest, and protect dispersed shareholders while balancing facilitation and restriction. It outlines various regulatory modes, including disclosure requirements, fiduciary duties, fairness standards, and structural limitations, which shape practices across jurisdictions based on market structures and legal traditions. Finally, the chapter highlights how corporations adapt strategies to navigate or avoid M&A laws, reflecting jurisdictional differences and structural market variations.