TY - JOUR AU - Gorton,Gary AU - Kahl,Matthias AU - Rosen,Richard TI - Eat or Be Eaten: A Theory of Mergers and Merger Waves JF - National Bureau of Economic Research Working Paper Series VL - No. 11364 PY - 2005 Y2 - May 2005 UR - http://www.nber.org/papers/w11364 L1 - http://www.nber.org/papers/w11364.pdf N1 - Author contact info: Gary B. Gorton Yale School of Management 135 Prospect Street P.O. Box 208200 New Haven, CT 06520-8200 Fax: 203/432-8931 E-Mail: Gary.Gorton@yale.edu Matthias Kahl Leeds School of Business University of Colorado at Boulder UCB 419 Boulder, CO 80309-0419 Tel: 303/4920141 E-Mail: matthias.kahl@colorado.edu Richard Rosen AB - In this paper, we present a model of defensive mergers and merger waves. We argue that mergers and merger waves can occur when managers prefer that their firms remain independent rather than be acquired. We assume that managers can reduce their chance of being acquired by acquiring another firm and hence increasing the size of their own firm. We show that if managers value private benefits of control sufficiently, they may engage in unprofitable defensive acquisitions. A technological or regulatory change that makes acquisitions profitable in some future states of the world can induce a preemptive wave of unprofitable, defensive acquisitions. The timing of mergers, the identity of acquirers and targets, and the profitability of acquisitions depend on the size of the private benefits of control, managerial equity ownership, the likelihood of a regime shift that makes some mergers profitable, and the distribution of firm sizes within an industry. ER -