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

Preparation to the CMB PLANCK data analysis, estimation of the contamination due to the galactic polarized emissions

This work is point of the preparation to the analysis of the PLANCK satellite data. The PLANCK satellite is an ESA mission which has been launched the 14th of may 2009 and is dedicaced to the measurement of the Cosmic Microwave Background (CMB) in temperature and polarization. The presence of diffuse Galactic polarized emissions disturb the measurement of the CMB anisotropies, in particular in polarization. Therefore a precise knowledge of these emissions is needed to obtain the level of accuracy required for PLANCK. In this context, we have developed and implemented a coherent 3D model of the two mains polarized Galactic emissions : synchrotron and thermal dust. We have compared these models to preexisting data: the 23 GHz band of the WMAP data, the 353 GHz Archeops data and the 408 MHz all-sky continuum survey. We extrapolate these models to the frequencies where the CMB dominates and we are able to estimate the contribution of polarized foreground emissions to the polarized CMB emission measured with PLANCK.Comment: Proceeding of the International Workshop on Cosmic Structure and Evolution - Cosmology2009, September 23-25, 2009 Bielefeld, German

Non-linear metric perturbation enhancement of primordial gravitational waves

We present the evolution of the full set of Einstein equations during preheating after inflation. We study a generic supersymmetric model of hybrid inflation, integrating fields and metric fluctuations in a 3-dimensional lattice. We take initial conditions consistent with Eintein's constraint equations. The induced preheating of the metric fluctuations is not large enough to backreact onto the fields, but preheating of the scalar modes does affect the evolution of vector and tensor modes. In particular, they do enhance the induced stochastic background of gravitational waves during preheating, giving an energy density in general an order of magnitude larger than that obtained by evolving the tensors fluctuations in an homogeneous background metric. This enhancement can improve the expectations for detection by planned gravitational waves observatories.Comment: 5 pages, 4 eps figures, matches Phys. Rev. Lett. versio

Constraining New Physics with D meson decays

Latest Lattice results on $D$ form factors evaluation from first principles show that the standard model (SM) branching ratios prediction for the leptonic $D_s \to \ell \nu_\ell$ decays and the semileptonic SM branching ratios of the $D^0$ and $D^+$ meson decays are in good agreement with the world average experimental measurements. It is possible to disprove New Physics hypothesis or find bounds over several models beyond the SM. Using the observed leptonic and semileptonic branching ratios for the D meson decays, we performed a combined analysis to constrain non standard interactions which mediate the $c\bar{s}\to l\bar{\nu}$ transition. This is done either by a model independent way through the corresponding Wilson coefficients or in a model dependent way by finding the respective bounds over the relevant parameters for some models beyond the standard model. In particular, we obtain bounds for the Two Higgs Doublet Model Type-II and Type III, the Left-Right model, the Minimal Supersymmetric Standard Model with explicit R-Parity violation and Leptoquarks. Finally, we estimate the transverse polarization of the lepton in the $D^0$ decay and we found it can be as high as $P_T=0.23$.Comment: 28 pages, 8 figures, 3 tables. Improved and extended analysis with updated form factors from Lattice QC

The Impact of Financial Crises on Trade Flows: A Developing Country Perspective

The global financial crisis has hit hard international trade that dropped below levels not seen since the Great Depression with disastrous consequences for the developing world. This paper estimates an extended gravity model of trade on a sample of 83 developing countries over the period 1990-2007 to shed light on how banking crises and global economic downturns affect bilateral exports flows from developing countries. In addition to traditional variables, we include a trade finance variable and foreign aid among the regressors. Differences between developing regions are taken into account. Our results show that (i) trade finance has a positive and significant impact on bilateral export flows in all developing regions except Latin America; (ii) foreign aid matters in all regions; (iii) global economic downturns exert a negative and significant impact on export flows in all developing countries, and especially in Latin American and Sub-Saharan African economies; (iv) banking crises appear to have no significant impact in most regions.Banking Crises, Developing Countries, Foreign Aid, Global Downturn, International Trade, Trade Finance, Mixed Effects Panel Data, Random Coefficients., Agricultural and Food Policy, C23, F11, F12, F34, F35, G01.,