Law Commons^™

Resolving The Crisis In U.S. Merger Regulation: A Transatlantic Alternative To The Perpetual Litigation Machine, Dan Awrey, Blanaid Clarke, Sean J. Griffith

Faculty Scholarship

Regulation by litigation has driven U.S. merger regulation to crisis. The reliance on private lawsuits to police disclosures and potential conflicts of interest in mergers, takeovers, and other control transactions has resulted in the filing of claims after every major transaction. However, it has failed to achieve meaningful benefits for shareholders and has instead deprived them of potentially valuable rights. Regulation by litigation has devolved into attorney rent-seeking, and the raft of substantive and procedural reforms aimed at resolving the crisis has failed. There is an alternative to regulation by litigation. Drawing upon the code and panel-based models of merger …