Material Adverse Change Clauses and Acquisition Dynamics

Material-Adverse-Change clauses (MACs) are present in over 90% of acquisition agreements. These clauses are the outcome of extensive negotiation and exhibit substantial cross-sectional variation in the number and types of events that are excluded from being ‘material adverse events’ (MAEs). MAEs are the underlying cause of more than 50% of acquisition terminations and 60% of acquisition renegotiations. Moreover, these renegotiations lead to substantial changes in the price offered to target shareholders (13-15%). We find that acquisitions with fewer MAE exclusions are characterized by wider arbitrage spreads (i.e., the difference between the price offered to target shareholders and the current market price of the target’s shares) during the acquisition period and are associated with higher offer premiums. We conclude that material adverse change clauses have an economically important impact on the dynamics of corporate acquisitions and stock prices during the acquisition period.Acquisitions, Contractual mechanisms, Material-Adverse-Change clause (MACs), Material-Adverse Event (MAE) exclusions, merger agreement, risk allocation, flexibility

M, Membranes, and OM

We examine the extent to which the action for the membrane of M-theory (the eleven-dimensional construct which underlies and unifies all of the known string theories) simplifies in the so-called Open Membrane (OM) limit, a limit which lies at the root of the various manifestations of noncommutativity in the string context. In order for the discussion to be relatively self-contained, we start out by reviewing why the strings of ten-dimensional string theory are in fact membranes (M2-branes) living in eleven dimensions. After that, we recall the definition of OM theory, as well as the arguments showing that it is part of a larger, eleven-dimensional structure known as Galilean or Wrapped M2-brane (WM2) theory. WM2 theory is a rich theoretical construct which is interesting for several reasons, in particular because it is essentially a toy model of M-theory. We then proceed to deduce a membrane action for OM/WM2 theory, and spell out its implications for the four different types of M2-branes one can consider in this setting. For two of these types, the action in question can be simplified by gauge-fixing to a form which implies a discrete membrane spectrum. The boundary conditions for the remaining two cases do not allow this same gauge choice, and so their dynamics remain to be unraveled.Comment: LaTeX 2e, 8 pages; aimed at phenomenologists. Invited talk given by A. Guijosa at the X Mexican School of Particles and Fields, Playa del Carmen, Mexico, November 200

Entropy production in the early-cosmology pionic phase

We point out that in the early universe, for temperatures in the approximate interval 175-80 MeV (after the quark-gluon plasma), pions carried a large share of the entropy and supported the largest inhomogeneities. Thus, we examine the production of entropy in a pion gas, particularizing to inhomogeneities of the temperature, for which we benefit from the known thermal conductivity. We finally put that entropy produced in relaxing such thermal inhomogeneities in the broad context of this relatively unexplored phase of early-universe cosmology.Comment: 10 pages, 10 figures

Fermion Mass Hierarchy from the Soft Wall

We develop a 5d model for ElectroWeak physics based on a non compact warped extra dimension of finite length, known as the soft wall scenario, where all the dynamical degrees of freedom propagate in the 5d bulk. We solve the equations of motion and find the allowed spectra, showing that the mass of the lightest fermionic mode behaves as a power law of the effective 4d Yukawa coupling constant, with the exponent being the corresponding fermionic 5d bulk mass. Precisely this non universal behavior allows us to reproduce the hierarchy between the Standard Model (SM) fermion masses (from neutrinos to the top quark) with non-hierarchical fermionic bulk masses.Comment: 26 pages, 4 figures, minor changes, one figured added, version to be publish in PR