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Shark attack

Publication Date: 
June 02, 2012
The Economist

Professor Robert M. Daines is quoted in the following Economist article on the preponderance of lawsuits over acquisitions.

KURT VONNEGUT wrote that: “In every big transaction, there is a magic moment during which a man has surrendered a treasure, and during which the man who is due to receive it has not yet done so. An alert lawyer will make the moment his own, possessing the treasure for a magic microsecond, taking a little of it, passing it on.” Like so many novelists, he was talking bosh. No alert lawyer takes only “a little”.

Consider the shark-munched world of mergers and acquisitions (M&A). In 2005, 39% of M&A deals were challenged by lawsuits, one study found. By 2011 a hefty 96% of acquisitions worth more than $500m were attracting suits, according to Robert Daines of Stanford University (who spotted the Vonnegut quote) and Olga Koumrian of Cornerstone, a consultancy. Each deal was hit by an average of 6.2 lawsuits. Many were filed within hours of the deal’s announcement; 65% within two weeks.

Plaintiffs’ lawyers insist that the process can be healthy—a view with which Mr Daines has some sympathy. Those representing shareholders of the company being bought typically sue for more money, better terms or more disclosure. Sometimes light is shed on a murky process: plaintiffs won $89.4m when they challenged the purchase of Del Monte, a food company, by Kohlberg Kravis Roberts, a private-equity firm. (Barclays, the investment bank involved, was accused of a conflict of interest.)