Morgan Ricks

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Volume 93.4
How Deals Die
Da Lin
Senior Lecturer, Victoria University of Wellington; Affiliated Scholar, University of Richmond School of Law.

We are grateful to Adam Badawi, Albert Choi, Elisabeth de Fontenay, Jeff Gordon, Steven Haas, Lawrence Hamermesh, Scott Hirst, David Katz, Ronald Masulis, Holger Spamann, and Randall Thomas for generous conversations and valuable feedback, and to workshop participants at the Conference on Empirical Legal Studies, Junior Faculty Forum, NYU/Penn Conference on Law & Finance, Tulane Corporate Law Roundtable, Winter Deals Conference, the University of Richmond School of Law, Temple University Beasley School of Law, Vanderbilt Law School, and the New Zealand Takeovers Panel. The production of this Article involved a team of exceptional research assistants too large to mention here, to whom we are immensely grateful and whose names we list in Appendix A.

Morgan Ricks
Herman O. Loewenstein Chair in Law, Vanderbilt Law School.

We are grateful to Adam Badawi, Albert Choi, Elisabeth de Fontenay, Jeff Gordon, Steven Haas, Lawrence Hamermesh, Scott Hirst, David Katz, Ronald Masulis, Holger Spamann, and Randall Thomas for generous conversations and valuable feedback, and to workshop participants at the Conference on Empirical Legal Studies, Junior Faculty Forum, NYU/Penn Conference on Law & Finance, Tulane Corporate Law Roundtable, Winter Deals Conference, the University of Richmond School of Law, Temple University Beasley School of Law, Vanderbilt Law School, and the New Zealand Takeovers Panel. The production of this Article involved a team of exceptional research assistants too large to mention here, to whom we are immensely grateful and whose names we list in Appendix A.

The risk of deal breakage is central to merger and acquisition (M&A) dealmaking. Yet neither the finance nor corporate law literatures have systematically explored how and why deals fall apart. This Article rectifies this deficiency, making three principal contributions. First, it develops a comprehensive typology of eight M&A outcomes: completed-as-announced deals and seven types of deal breakage. Second, it unveils a novel dataset of 5,058 mergers and acquisitions involving U.S. public company targets signed between 1996 and 2020. Finally, it demonstrates how the Article's typology and data yield important implications for M&A practice and doctrine by casting new light on key debates over deal protection devices, the power of controlling shareholders, and “merger arbitrage” investors.

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v88.6
Federal Corporate Law and the Business of Banking
Lev Menand
Lecturer in Law and Academic Fellow, Columbia Law School.

We thank Dan Awrey, Lucian Bebchuk, Ryan Bubb, Jeff Gordon, David Grewal, Bob Hockett, Howell Jackson, Rob Jackson, Lina Khan, Joshua Macey, Gillian Metzger, Saule Omarova, Ganesh Sitaraman, Joe Sommer, Mike Townsley, Art Wilmarth, and the participants in the 22nd Annual Law & Business Conference at Vanderbilt Law School, the Wharton Financial Regulation Workshop, the Columbia Law School Blue Sky Workshop, and the 11th Labex ReFi-NYU-SAFE/LawFin Law & Banking/Finance Conference for their helpful comments and insights.

Morgan Ricks
Professor of Law and Enterprise Scholar, Vanderbilt University Law School.

It is a bedrock (though still controversial) principle of U.S. business law that corporate formation and governance are the province of state, not federal, law.

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