Are you looking for read ebook online? Search for your book and save it on your Kindle device, PC, phones or tablets. Download Control Acquisition In Ma Transactions From A Ec Takeover Directive Perspective A Cross Jurisdiction Analysis Regarding The Possibility Of Avoiding The Mandatory Bid Rule PDF full book. Access full book title Control Acquisition In Ma Transactions From A Ec Takeover Directive Perspective A Cross Jurisdiction Analysis Regarding The Possibility Of Avoiding The Mandatory Bid Rule.
| Author | : Giovani Ceccon |
| Publisher | : |
| Total Pages | : |
| Release | : 2013 |
| Genre | : |
| ISBN | : |
| Author | : Christophe Clerc |
| Publisher | : |
| Total Pages | : 0 |
| Release | : 2012 |
| Genre | : Business & Economics |
| ISBN | : 9789461382344 |
Takeovers are an exceptional event in the life of a corporation, fundamentally altering both control and strategy. But the prospect of becoming the target of a bid, even when remote, influences daily corporate decision-making. Takeover rules are therefore central to company law and the balance of power among managers, shareholders and stakeholders alike. To what extent is it possible to balance an active market for corporate control with long-term, firm-specific investments? This book is an abridged version of a comprehensive study carried out by the law firm Marccus Partners and the Centre for European Policy Studies for the European Commission and supplemented by additional policy recommendations. The study analyses the corporate governance considerations driving takeover regulation. It also assesses the implementation of the EU Directive on takeover bids and compares it with the legal framework of nine other major jurisdictions, including the United States. The authors find that similar rules have different effects, depending on company-level and country-level characteristics, and examine the use of modular legislation and optional provisions to cater for these differences. Offering the reader a unique and thorough legal review, this book draws on the work of a global network of law firms and an in-depth economic study, including a survey of the relevant academic literature and an empirical analysis based on a comprehensive dataset on takeovers in Europe dating back to the early 2000s. An analysis of the impact of takeover rules on competitiveness and employment is also provided. Book jacket.
| Author | : Thomas Papadopoulos |
| Publisher | : |
| Total Pages | : 0 |
| Release | : 2009 |
| Genre | : |
| ISBN | : |
The two key provisions of the EU Directive on Takeover bids, the Board Neutrality (Art.9) and the Breakthrough Rule (Art.11) are optional at Member State and individual Company level. According to the Directive's Reciprocity Rule, a target company, which applies the Board Neutrality and/or Breakthrough Rule, is able to opt-out, if the offeror company does not apply the same Board Neutrality and Breakthrough provisions. Some of the few obligatory substantial provisions of the EU Directive on Takeover Bids are the Mandatory Bid Rule (art.5), the squeeze-out right (Art. 15) and the sell-out right (Art.16). The purpose of these provisions is to protect the minority shareholders according to the legal basis of the Directive (Art.44 par.2g Treaty of the EC). However, the Directive itself provides again the possibility to evade the enforcement of these provisions: a) at the transposition of the Directive into the national law and, b) after the implementation stage, when the parties to a bid are obliged to launch a mandatory bid. Additionally, the provisions themselves are characterized by many drawbacks and problems of interpretation, which reveal their weakness to contribute to the protection of the shareholders and subsequently to the freedom of establishment through takeover bids. Furthermore, the most important mandatory provisions of the Directive are easily avoidable and become de facto optional. If this conclusion is combined with the optionality of the two key provisions and the Reciprocity Rule, the EU Directive will not have any significant effect on the integration of the European Market for Corporate Control, the promotion of cross-border corporate mobility, the protection of shareholders and the protection of freedom of establishment in general. The Directive does not really 'exist'. This Article will analyze the most important mandatory provisions of the Directive, namely the Mandatory Bid Rule (art.5), the squeeze-out right (Art. 15) and the sell-out right (Art. 16).
| Author | : Luca Enriques |
| Publisher | : |
| Total Pages | : |
| Release | : 2004 |
| Genre | : |
| ISBN | : |
According to the new proposal for an EC takeover directive, anyone acquiring control of a listed company is required to make a bid, to be addressed to all holders of securities for all their holdings at a price at least equal to the highest price paid in the period preceding the acquisition, unless an exemption or a discount on price is granted by the supervisory authority. This paper provides an analysis of the mandatory bid rule as devised in the directive proposal and assesses whether there is a case for an EC rule of this kind. Five possible rationales are identified for the mandatory bid rule: the level playing field, the protection of minority shareholders, equality of treatment, companies' lower cost of capital, and efficiency and integration of European capital markets. Drawing from well-established economic analysis on transfers of control and the effects of the mandatory bid rule, the paper finds that harmonized rules such as those provided for in the proposal do not level the playing field and cannot be justified on this ground alone, have dubious effects on minority shareholders' welfare as a class and on firms' cost of capital, have no legal justification in terms of equal treatment, and can possibly be justified as rules enhancing the efficiency and integration of European capital markets, if other institutional arrangements such as low levels of enforcement of directors' duty of loyalty and the unavailability of the poison pill are taken into account. The paper concludes that certainly well-identified interest groups will gain from an EC mandatory bid rule provision. Corporate managers (and blockholders retaining working control) of widely-held European companies stand to gain from such provision, as it makes hostile takeovers more costly. Even more importantly, policymakers and supervisory agency officials, to whom great power and discretion are granted in deciding whether the mandatory bid rule applies and what its price should be, are going to gain from its introduction. Finally, those providing advisory services in the market for corporate control, and above all lawyers specializing in mergers and acquisitions, stand to gain from having in place an EC mandatory bid rule.
| Author | : Umakanth Varottil |
| Publisher | : Cambridge University Press |
| Total Pages | : 545 |
| Release | : 2017-10-26 |
| Genre | : Business & Economics |
| ISBN | : 1107195276 |
Comparative Takeover Regulation compares the laws relating to takeovers in leading Asian economies and relates them to broader global developments. It is ideal for educational institutions that teach corporate law, corporate governance, and mergers and acquisitions, as well as for law firms, corporate counsel and other practitioners.
| Author | : Jeremy Grant |
| Publisher | : |
| Total Pages | : 0 |
| Release | : 2018 |
| Genre | : Consolidation and merger of corporations |
| ISBN | : 9781787421769 |
'European Takeovers' provides a complete guide to the European Takeover Directive, national M&A regulation and the interaction between domestic and pan-European regulation. It contains a detailed discussion of the fundamental principles of national and European law, its application and the various practical issues that companies and their advisers face as they plan, defend and execute takeovers. This second edition further explores the area following the partial harmonisation of takeover regulation within the European Union since the introduction of the European Takeover Directive and is an exhaustive reference source for anyone preparing, participating in and responding to takeover activity in the EU. In addition, US takeover law is examined in depth to provide a comparative perspective. This new edition will also prove to be an invaluable guide for students and academics studying this area of law. Written by leading legal and banking professionals, and academics from across Europe, 'European Takeovers' will help you navigate national takeover legislation and its implementation, and discusses recent ground-breaking and controversial takeovers from across the Continent.
| Author | : Andreas Cahn |
| Publisher | : Cambridge University Press |
| Total Pages | : 1095 |
| Release | : 2018-10-04 |
| Genre | : Law |
| ISBN | : 1107186358 |
Presents in-depth, comparative analyses of German, UK and US company laws illustrated by leading cases, with German cases in English translation.
| Author | : Peter Böckli |
| Publisher | : |
| Total Pages | : 15 |
| Release | : 2014 |
| Genre | : |
| ISBN | : |
This paper contains the European Company Law Experts' response to the report of the European Commission of 28 June 2012 on the application of the Takeover Bids Directive of 2004 and the reform initiatives announced. For evaluating these initiatives the rationale of the mandatory bid rule is relevant (exit rationale, control premium rationale and undistorted choice rationale). On this basis the paper discusses each of the concerns raised by the European Commission: 1) The concept of "acting in concert": The ECLE are of the opinion that a uniform concept for the Takeover Bids Directive, the Transparency Directive and the Acquisition Directive is not useful because of the different objectives of these Directives. As to the Takeover Directive it should be made clear that joint engagement activities of investors should not trigger a mandatory offer. 2) National derogations to the mandatory offer rule differ widely, but there are different types of derogations that pose different concerns. The ECLE recommend that the Directive should provide for a review process with respect to national derogations. 3) The ECLE believe that there are good reasons to close the loopholes against the “creep in” and the “creep on” acquisitions. 4) As to board neutrality and the break-through rule the ECLE believe that the default rules should be changed. The option rights should be given to the shareholders, not to the member states. The reciprocity rule is flawed. 5) The protection of the rights of employees should be addressed in a wider context and should not be taken up specifically for one type of transaction such as takeover bids.
| Author | : Tatiana Nenova |
| Publisher | : World Bank Publications |
| Total Pages | : 52 |
| Release | : 2006 |
| Genre | : Acquisition |
| ISBN | : |
The issue of "an appropriate" legal framework, especially in the case of the takeover market, has been poorly studied in the case of emerging markets, yet it is of immediate relevance and practical policymaker interest. The study makes a first attempt to analyze takeover regulations in a comparative context across 50 countries. It proposes a methodology to create a detailed index on the most salient features of capital market laws, and illustrates the approach on the case of takeover legislation. The methodology allows better understanding of the impact of laws on markets and development, allows a detailed quantification of a given regulation, in this case takeover market rules, and helps determine relevant policy implications. Specifically, the framework permits the exploration of the effects of individual regulations, their substitutability and interplay, as well as the overall extent of friendliness of the laws to investors, or particular groups thereof (such as minority shareholders), and the links of specialized regulation with the overall legal system. Finally, the study explores the effect of the investor-friendliness of takeover laws on stock market development.
| Author | : Kay C. Goss |
| Publisher | : DIANE Publishing |
| Total Pages | : 277 |
| Release | : 1998-05 |
| Genre | : |
| ISBN | : 078814829X |
Meant to aid State & local emergency managers in their efforts to develop & maintain a viable all-hazard emergency operations plan. This guide clarifies the preparedness, response, & short-term recovery planning elements that warrant inclusion in emergency operations plans. It offers the best judgment & recommendations on how to deal with the entire planning process -- from forming a planning team to writing the plan. Specific topics of discussion include: preliminary considerations, the planning process, emergency operations plan format, basic plan content, functional annex content, hazard-unique planning, & linking Federal & State operations.
