EFFICIENT MECHANISMS FOR MERGERS AND ACQUISITIONS*
研究了在现金和股票支付下，如何设计激励高效的并购机制，分析了信息不对称对并购效率的影响，并指出当支付不能依赖新公司价值时，收购成为最优机制。
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.