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committees in tender offer freeze-outs than in merger freeze-outs. I examine the doctrinal and

policy implications of these findings in a companion paper. (Subramanian 2005)

On transactional form, I present some evidence that larger controllers are more likely to

proceed via tender offer when their outside counsel has substantial M&A experience. This

evidence is consistent with the view that new transaction structuring practices disseminate slowly

among corporate law firms. In addition, this evidence suggests that this slow dissemination can

sometimes have negative economic consequences for clients, who leave legal issues such as

choice of transactional form to their legal advisors.

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