A detailed mechanistic investigation of the copolymerization of ethylene and methyl acrylate (MA) by a Pd(II) cyclophane-based alpha-diimine catalyst is reported. Our previous observations of unusually high incorporations of acrylates in copolymerization using this catalyst (J. Am. Chem. Soc. 2007, 129, 10062) prompted us to conduct a full mechanistic study on ethylene/MA copolymerization, which indicates a dramatic departure from normal Curtin-Hammett kinetic behavior as observed in copolymerization using the normal Brookhart type of Pd(II) alpha-diimine catalysts. Further investigation reveals that this contrasting behavior originates from the axial blocking effect of the cyclophane ligand hindering olefin substitution and equilibration. In equilibrium studies of ethylene with nitriles, the cyclophane catalyst was found to more strongly favor the linearly binding nitrile ligands as compared to the standard acyclic Pd(II) alpha-diimine catalysts. Ethylene exchange rates in the complexes [(N--N)PdMe(C(2)H(4))](+) (N--N = diimine) were measured by 2D EXSY NMR spectroscopy and found to be over 100 times slower in the cyclophane case. Measurement of the slow equilibration of ethylene, methyl acrylate, and 4-methoxystyrene in cyclophane-based Pd(II) olefin complexes by (1)H NMR and fitting of the obtained kinetic plots allowed for the estimation of exchange rates and equilibrium constants of the olefins. After extrapolation to typical polymerization temperature, DeltaG(double dagger) = 20.6 and 16.4 kcal/mol for ethylene-methyl acrylate exchange in the forward (ethylene displacement by methyl acrylate) and reverse directions, respectively. These values are of similar magnitude to the previously determined migratory insertion barriers of ethylene (DeltaG(double dagger) = 18.9 kcal/mol) and methyl acrylate (DeltaG(double dagger) = 16.3 kcal/mol) under equivalent conditions, but contrast strongly to the rapid olefin exchange seen in the Brookhart acyclic catalyst. The large barrier to olefin exchange hinders olefin pre-equilibrium, decreasing the cyclophane catalyst's ability to preferentially incorporate one monomer (in this case ethylene) over the other, thus giving rise to high comonomer incorporations.