EFFICIENT MECHANISMS FOR MERGERS AND ACQUISITIONS*

Abstract

We characterize incentive‐efficient merger outcomes when payments can be made both in cash and stock. Each firm has private information about both its stand‐alone value and a component of the (possibly negative) potential synergies. We study two cases: when transfers can, and cannot, be made contingent on the value of any new firm. When they can, we show that redistributing shares of any nonmerging firm generates information rents and provides necessary and sufficient conditions for the implementability of efficient merger rules. When they cannot, private information undermines efficiency more when it concerns stand‐alone values than synergies. Here, acquisitions emerge as optimal mechanisms.

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