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EU Law and the Harmonization of Takeovers in the Internal Market

EU Law and the Harmonization of Takeovers in the Internal Market
Author: Thomas Papadopoulos
Publisher: Kluwer Law International B.V.
Total Pages: 282
Release: 2010-01-01
Genre: Business & Economics
ISBN: 9041133402
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Although some provisions of the Directive are obligatory for all Member States, two key provisions have been made optional: the non-frustration rule, which requires the board to obtain the prior authorization of the general meeting of shareholders before taking any action that could result in the frustration of the bid; and the breakthrough rule, restricting significant transfer and voting rights during the time allowed for acceptance of the bid. Other relevant legal issues covered in the course of the analysis include the following: A { the right of establishment as a right of legal persons; A { vertical vs.

The Relationship Between Takeover Bids and Mergers

The Relationship Between Takeover Bids and Mergers
Author: Thomas Papadopoulos
Publisher:
Total Pages: 0
Release: 2010
Genre:
ISBN:
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The aim of this article is to examine the relationship between takeovers bids and mergers at EU level, and to discuss the possibility of combining these two methods of EU corporate restructuring within the context of the internal market. A merger can sometimes be the result of a successful takeover bid (i.e. acquisition of the offeree company's shares and, subsequently, of corporate control), but is more often implemented by one company's taking over of another, so that the terminating company's assets and liabilities are transferred as a whole to an existing company, usually designated the continuing company. Combining these two corporate restructuring methods could result in a more effective business consolidation. Takeover bids and mergers fall within the protective scope of the fundamental freedom of establishment (Art. 43 EC Treaty) and of the free movement of capital (Art. 56 EC Treaty). Hence, the conduct of takeover bids and mergers, either separately or in combination, constitutes an exercise of these fundamental freedoms. Such exercise could prove to be beneficial for both EU corporate restructuring and for the strengthening of the EU market in corporate control, which constitutes parts of the internal market. EC market integration regarding corporate restructuring and business consolidation can be achieved only if EU companies enjoy the freedom to choose how and by which means they proceed to those control transactions that they believe to be more appropriate for them.

Cross-Border Mergers

Cross-Border Mergers
Author: Thomas Papadopoulos
Publisher: Springer Nature
Total Pages: 511
Release: 2019-09-28
Genre: Law
ISBN: 3030227537
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This edited volume focuses on specific, crucially important structural measures that foster corporate change, namely cross-border mergers. Such cross-border transactions play a key role in business reality, economic theory and corporate, financial and capital markets law. Since the adoption of the Cross-border Mergers Directive, these mergers have been regulated by specific legal provisions in EU member states. This book analyzes various aspects of the directive, closely examining this harmonized area of EU company law and critically evaluating cross-border mergers as a method of corporate restructuring in order to gain insights into their fundamental mechanisms. It comprehensively discusses the practicalities of EU harmonization of cross-border mergers, linking it to corporate restructuring in general, while also taking the transposition of the directive into account. Exploring specific angles of the Cross-border Mergers Directive in the light of European and national company law, the book is divided into three sections: the first section focuses on EU and comparative aspects of the Cross-border Mergers Directive, while the second examines the interaction of the directive with other areas of law (capital markets law, competition law, employment law, tax law, civil procedure). Lastly, the third section describes the various member states’ experiences of implementing the Cross-border Mergers Directive.

A Legal and Economic Assessment of European Takeover Regulation

A Legal and Economic Assessment of European Takeover Regulation
Author: Christophe Clerc
Publisher:
Total Pages: 0
Release: 2012
Genre: Business & Economics
ISBN: 9789461382344
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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.

Comparative Corporate Governance

Comparative Corporate Governance
Author: Andreas M. Fleckner
Publisher: Cambridge University Press
Total Pages: 1252
Release: 2013-07-11
Genre: Law
ISBN: 1107355117
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The business corporation is one of the greatest organizational inventions, but it creates risks both for shareholders and for third parties. To mitigate these risks, legislators, judges, and corporate lawyers have tried to learn from foreign experiences and adapt their regulatory regimes to them. In the last three decades, this approach has led to a stream of corporate and capital market law reforms unseen before. Corporate governance, the system by which companies are directed and controlled, is today a key topic for legislation, practice, and academia all over the world. Corporate scandals and financial crises have repeatedly highlighted the need to better understand the economic, social, political, and legal determinants of corporate governance in individual countries. Comparative Corporate Governance furthers this goal by bringing together current scholarship in law and economics with the expertise of local corporate governance specialists from twenty-three countries.

The Law of Capital Markets in the EU

The Law of Capital Markets in the EU
Author: Konstantinos Sergakis
Publisher: Bloomsbury Publishing
Total Pages: 314
Release: 2018-03-07
Genre: Law
ISBN: 1137518472
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This authoritative textbook offers a thorough, theoretical and practical overview of the current EU legal framework applicable to capital markets. It is intended to enable a critical analysis of the overall regulatory principles as well as the interaction between market actors and EU law which has shaped the regulatory agenda both at national and EU level. The book gives an overview of the foundations of EU capital markets and touches upon issuer disclosure obligations, inappropriate market practices and gatekeepers. EU law is the main focus, complemented by comparative analysis where applicable, primarily relating to UK, French and German laws. Ideal for upper-level undergraduate or graduate law students taking a module in Capital Markets Law, Securities Regulation, Corporate Finance Law or EU Company Law. Also useful for accounting, business or economics MSc students who need to broaden their understanding of the legal aspects of capital markets, and for academics and policy makers.

Capital Markets Union and Beyond

Capital Markets Union and Beyond
Author: Franklin Allen
Publisher: MIT Press
Total Pages: 391
Release: 2024-03-12
Genre: Business & Economics
ISBN: 0262551489
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Experts from economics, finance, law, policy, and banking discuss the design and implementation of a future capital market union in Europe. The plan for further development of Europe's economic and monetary union foresees the creation of a capital market union (CMU)—a single market for capital in the entire Eurozone. The need for citizens and firms of all European countries to have access to funding, together with the pressure to improve the efficiency and risk-sharing opportunities of the financial system in general, put the CMU among the top priorities on the Eurozone's agenda. In this volume, leading academics in economics, finance, and law, along with policy makers and practitioners, discuss the design and implementation of a future CMU. Contributors describe the key design challenges of the CMU; specific opportunities and obstacles for reaching the CMU's goals of increasing the economic well-being of households and the profitability and viability of firms; the role that markets—from the latest fintech developments to traditional equity markets—can play in the future success of CMU; and the institutional framework needed for CMU in the aftermath of the global recession. Contributors Sumit Agarwal, Franklin Allen, Valentina Allotti, Gene Amromin, John Armour, Geert Bekaert, Itzhak Ben-David, Marcello Bianchi, Lorenzo Bini-Smaghi, Claudio Borio, Franziska Bremus, Marina Brogi, Claudia M. Buch, Giacomo Calzolari, Souphala Chomsisengphet, Luca Enriques, Douglas D. Evanoff, Ester Faia, Eilis Ferran, Jeffrey N. Gordon, Michael Haliassos, Campbell R. Harvey, Kathryn Judge, Suzanne Kalss, Valentina Lagasio, Katya Langenbucher, Christian T. Lundblad, Massimo Marchesi, Alexander Michaelides, Stefano Micossi, Emanuel Moench, Mario Nava, Giorgio Barba Navaretti, Giovanna Nicodano, Gianmarco Ottaviano, Marco Pagano, Monica Paiella, Lubos Pastor, Alain Pietrancosta, Richard Portes, Alberto Franco Pozzolo, Stephan Siegel, Wolfe-Georg Ringe, Diego Valiante

Corporate Takeover Targets

Corporate Takeover Targets
Author: Hicham Meghouar
Publisher: John Wiley & Sons
Total Pages: 243
Release: 2016-03-31
Genre: Business & Economics
ISBN: 1119292247
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The term "takeover", of which the first form is mergers and acquisitions (M&A), refers to the transfer of control of a business from one group of shareholders to another. Considering the importance of this issue and the real drives behind takeovers, it has become imperative to identifying companies that are vulnerable to takeover by two types: tender offer and exchange offer. This book thus presents the legal aspects, the theoretical justifications and the empirical contributions of takeovers, and analyzes the economic and financial characteristics of targets in order to assess the probability of being acquired. An empirical approach based on two quantitative studies is then applied to the European market, which is still virgin territory in terms of academic research. Finally, acquisition probability models have been developed and they have a 72% forecast accuracy average rate of targets. Corporate Takeover Targets is aimed at students and researchers in economic and management, as well as M&A consultants.