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| Author | : Gaby Nurmatami |
| Publisher | : |
| Total Pages | : 96 |
| Release | : 2013 |
| Genre | : |
| ISBN | : |
| Author | : Dirk Van Gerven |
| Publisher | : Cambridge University Press |
| Total Pages | : 333 |
| Release | : 2010-01-28 |
| Genre | : Law |
| ISBN | : 1139484753 |
The Council Directive of 21 April 2004 on takeover bids sets forth the general principles applicable to takeover bids and clarifies certain minimum rules with respect to the procedure for a takeover bid, the obligation to make a mandatory bid in the event a minimum threshold is crossed and the majority shareholder's squeeze-out right as well as the minority shareholders' sell-out right. Furthermore, the Directive defines the authority which is competent to approve offer documents and supervise takeover bids, and provides for optional restrictions on the actions of the target company's management and on defence mechanisms. This book discusses the Takeover Directive and its implementing rules in each Member State of the European Union and the European Economic Area, providing companies and their advisors with useful insight into the legal framework and principles applicable to takeover bids in the region.
| 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 | : Dirk van Gerven |
| Publisher | : Cambridge University Press |
| Total Pages | : 333 |
| Release | : 2008 |
| Genre | : Law |
| ISBN | : 0521516706 |
An examination of the general principles applicable to takeover bids in the European Union and the European Economic Area.
| Author | : |
| Publisher | : |
| Total Pages | : 478 |
| Release | : 2008 |
| Genre | : Electronic books |
| ISBN | : 9781139809566 |
The Council Directive of 21 April 2004 on takeover bids sets forth the general principles applicable to takeover bids and clarifies certain minimum rules with respect to the procedure for a takeover bid, the obligation to make a mandatory bid in the event a minimum threshold is crossed and the majority shareholder's squeeze-out right as well as the minority shareholders' sell-out right. Furthermore, the Directive defines the authority which is competent to approve offer documents and supervise takeover bids, and provides for optional restrictions on the actions of the target company's management and on defence mechanisms. This book discusses the Takeover Directive and its implementing rules in each Member State of the European Union and the European Economic Area, providing companies and their advisors with useful insight into the legal framework and principles applicable to takeover bids in the region.
| Author | : Joseph A. McCahery |
| Publisher | : CEPS |
| Total Pages | : 116 |
| Release | : 2003 |
| Genre | : Consolidation and merger of corporations |
| ISBN | : 9789290794288 |
| 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 | : Beate Sjåfjell |
| Publisher | : Kluwer Law International B.V. |
| Total Pages | : 594 |
| Release | : 2009-01-01 |
| Genre | : Law |
| ISBN | : 9041127682 |
No one doubts any longer that sustainable development is a normative imperative. Yet there is unmistakably a great reluctance to acknowledge any legal basis upon which companies are obliged to forgo 'shareholder value' when such a policy clearly dilutes responsibility for company action in the face of continuing environmental degradation. Here is a book that boldly says: 'Shareholder primacy' is wrong. Such a narrow, short-term focus, the author shows, works against the achievement of the overarching societal goals of European law itself. The core role of EU company and securities law is to promote economic development, notably through the facilitation of market integration, while its contributory role is to further sustainable development through facilitation of the integration of economic and social development and environmental protection. There is a clear legal basis in European law to overturn the poorly substantiated theory of a 'market for corporate control' as a theoretical and ideological basis when enacting company law. With rigorous and persuasive research and analysis, this book demonstrates that: European companies should have legal obligations beyond the maximization of profit for shareholders; human and environmental interests may and should be engaged with in the realm of company law; and company law has a crucial role in furthering sustainable development. As a test case, the author offers an in-depth analysis of the Takeover Directive, showing that it neither promotes economic development nor furthers the integration of the economic, social and environmental interests that the principle of sustainable development requires. This book goes to the very core of the ongoing debate on the function and future of European company law. Surprisingly, it does not make an argument in favour of changing EU law, but shows that we can take a great leap forward from where we are. For this powerful insight - and the innumerable recognitions that support it - this book is a timely and exciting new resource for lawyers and academics in 'both camps' those on the activist side of the issue, and those with company or official policymaking responsibilities.
| Author | : |
| Publisher | : |
| Total Pages | : 321 |
| Release | : 2010 |
| Genre | : Law |
| ISBN | : 9780511674204 |
The Council Directive of 21 April 2004 on takeover bids sets forth the general principles applicable to takeover bids and clarifies certain minimum rules with respect to the procedure for a takeover bid, the obligation to make a mandatory bid in the event a minimum threshold is crossed and the majority shareholder's squeeze-out right as well as the minority shareholders' sell-out right. Furthermore, the Directive defines the authority which is competent to approve offer documents and supervise takeover bids, and provides for optional restrictions on the actions of the target company's manageme.
| Author | : Simone M. Sepe |
| Publisher | : |
| Total Pages | : 61 |
| Release | : 2010 |
| Genre | : |
| ISBN | : |
On April 21, 2004, the European Community enacted the XIII Company Law Directive on Takeovers, whose primary purpose is the promotion of more efficient capital structures in Europe. The provision of a Mandatory Bid Rule (MBR) is among the several measures devised by the Directive to achieve this goal. The rule requires that anyone acquiring control of a listed company is obliged to make an offer to be addressed to all shareholders for all their holdings at a price at least equal to the highest price paid in the year prior to the acquisition. More specifically, in the intentions of the European legislator, the MBR would be designed to protect minority shareholders from value expropriations by opportunistic buyers, who seek control of the company to extract private benefits rather than to increase corporate cash flows. Moreover, by preventing value-decreasing transfers of controls, the rule would also lead to a reduction of the cost of equity capital.In this paper, I rebut both these claims as misleading and show that the MBR is, in fact, an inefficient rule for Europe. There are two basic reasons underpinning my argument. First, the ability of a controlling blockholder to extract private benefits is basically a function of the legal system in which the controlled company is chartered. Thus, the number of value-decreasing transfers of control tends to be relatively low. Second, by raising the cost of acquisition, the MBR is likely to prevent value-increasing transactions. And because such cost is increasing in the size of private benefits, in Europe where private benefits tend to be relatively high, the MBR is likely to prevent a large number of value increasing transactions. Finally, the MBR both fails to protect minority shareholders, because it does not prevent the extraction of private benefits, and risks reducing corporate value by hindering value-increasing transactions.
