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Law Firm Expertise and Merger and Acquisition Outcomes

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  • C. N. V. Krishnan
  • Ronald W. Masulis

Abstract

Using a comprehensive sample of U.S. mergers and acquisitions (M&A) bids over 1990-2008, we document that top-market-share law firms are associated with a number of important bid outcomes and characteristics. Top bidder law firms are associated with significantly higher offer completion rates. In contrast, top target law firms are associated with significantly higher offer withdrawal rates. Top bidder and target law firms are both associated with significantly higher takeover premia. These associations are significant even after controlling for selection bias and major offer, bidder, and investment bank adviser characteristics. Our interpretation is that top bidder law firms have stronger incentives and abilities to facilitate deal completions, while top target law firms have stronger incentives and abilities to help realize higher takeover premia, consistent with their clients' objectives. Our findings suggest that law firm market share is an important omitted variable in current economic models of M&A deal outcomes.

Suggested Citation

  • C. N. V. Krishnan & Ronald W. Masulis, 2013. "Law Firm Expertise and Merger and Acquisition Outcomes," Journal of Law and Economics, University of Chicago Press, vol. 56(1), pages 189-226.
    • Handle: RePEc:ucp:jlawec:doi:10.1086/667361
    DOI: 10.1086/667361
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    Cited by:

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    2. Ye, Silin & Zhou, Jing & Jiang, Yunwen & Liu, Xiaming, 2023. "Managers as the bridge: How cultural friction influences the integration of cross-border mergers and acquisitions," International Business Review, Elsevier, vol. 32(4).
    3. Antoniades, Adonis & Calomiris, Charles W. & Hitscherich, Donna M., 2016. "No free shop: Why target companies sometimes choose not to buy ‘go-shop’ options," Journal of Economics and Business, Elsevier, vol. 88(C), pages 36-64.
    4. Nguyen, Giang & Nguyen, Hai, 2019. "Does seller status matter in inter-corporate asset sales?," Journal of Banking & Finance, Elsevier, vol. 100(C), pages 97-110.
    5. Leonidas G. Barbopoulos & Jo Danbolt, 2021. "The real effects of earnout contracts in M&As," Journal of Financial Research, Southern Finance Association;Southwestern Finance Association, vol. 44(3), pages 607-639, September.
    6. Tugce Karatas & Ali Hirsa, 2021. "Predicting Status of Pre and Post M&A Deals Using Machine Learning and Deep Learning Techniques," Papers 2110.09315, arXiv.org.
    7. Gaétan De Rassenfosse & Paul H. Jensen & T'Mir Julius & Alfons Palangkaraya & Elizabeth Webster, 2023. "Is the Patent System an Even Playing Field? The Effect of Patent Attorney Firms," Journal of Industrial Economics, Wiley Blackwell, vol. 71(1), pages 124-142, March.
    8. Michael, Bryane & Wojick, Dariusz & Arner, Douglas W. & Tong, Wilson & Lin, Chen & Zhao, Simon, 2015. "What Determines M&A Legal and Financial Advisors’ Competitiveness in an International Financial Centre: Using China’s Going Out Policy as a Natural Experiment," EconStor Preprints 110603, ZBW - Leibniz Information Centre for Economics.
    9. Renneboog, Luc & Vansteenkiste, Cara, 2019. "Failure and success in mergers and acquisitions," Journal of Corporate Finance, Elsevier, vol. 58(C), pages 650-699.
    10. Krishnan, C.N.V. & Solomon, Steven Davidoff & Thomas, Randall S., 2017. "The impact on shareholder value of top defense counsel in mergers and acquisitions litigation," Journal of Corporate Finance, Elsevier, vol. 45(C), pages 480-495.
    11. Wang, Qiming & Cheng, C.S Agnes & Lian, Qin & Liu, Cathy Zishang, 2022. "Law firm market share and securities class action litigation outcomes," The Quarterly Review of Economics and Finance, Elsevier, vol. 84(C), pages 596-609.
    12. Fouad Jamaani & Manal Alidarous, 2023. "Does the appointment of the three musketeers reduce IPO underpricing? global evidence," Eurasian Business Review, Springer;Eurasia Business and Economics Society, vol. 13(4), pages 887-929, December.
    13. Gabriel J. Power & Issouf Soumaré & Djerry C. Tandja M., 2022. "Certification by financial and legal advisors in private debt markets," The Financial Review, Eastern Finance Association, vol. 57(4), pages 893-923, November.
    14. Sunny Li Sun & Young Jin Ko, 2023. "The Zone of Conformity: A Comparison of Private and State-Controlled Enterprises in M&As," Management International Review, Springer, vol. 63(2), pages 247-284, April.
    15. Pathak, Seemantini & Chiu, Shih-Chi (Sana), 2020. "Firm-advisor ties and financial performance in the context of corporate divestiture," Journal of Business Research, Elsevier, vol. 121(C), pages 315-328.
    16. C. N. V. Krishnan & Ronald W. Masulis & Randall S. Thomas & Robert B. Thompson, 2014. "Jurisdictional Effects in M&A Litigation," Journal of Empirical Legal Studies, John Wiley & Sons, vol. 11(1), pages 132-158, March.
    17. Lee, Kangbok & Joo, Sunghoon & Baik, Hyeoncheol & Han, Sumin & In, Joonhwan, 2020. "Unbalanced data, type II error, and nonlinearity in predicting M&A failure," Journal of Business Research, Elsevier, vol. 109(C), pages 271-287.
    18. Moran, Pablo & Pandes, J. Ari, 2019. "Elite law firms in the IPO market," Journal of Banking & Finance, Elsevier, vol. 107(C), pages 1-1.
    19. Martin Tao-Schuchardt & Frederik J. Riar & Nadine Kammerlander, 2023. "Family Firm Value in the Acquisition Context: A Signaling Theory Perspective," Entrepreneurship Theory and Practice, , vol. 47(4), pages 1200-1232, July.
    20. Adair Morse & Wei Wang & Serena Wu, 2016. "Executive Lawyers: Gatekeepers or Strategic Officers?," NBER Working Papers 22597, National Bureau of Economic Research, Inc.
    21. Humphery-Jenner, Mark & Powell, Ronan & Zhang, Emma Jincheng, 2019. "Practice makes progress: Evidence from divestitures," Journal of Banking & Finance, Elsevier, vol. 105(C), pages 1-19.
    22. B. Westbrock & K.S. Muehlfeld & Utz Weitzel, 2017. "Selecting Legal Advisor in M&A’s: Organizational Learning and the Role of Multiplicity of Mental Models," Working Papers 17-19, Utrecht School of Economics.
    23. Deepak Kumar & Keya Sengupta & Mousumi Bhattacharya, 2023. "M&A Negotiations: Role of Negotiation Process, Ownership and Advisors on Deal Completion," Group Decision and Negotiation, Springer, vol. 32(5), pages 1083-1115, October.

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