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| 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 | : 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 | : |
| Publisher | : |
| Total Pages | : 478 |
| Release | : 2008 |
| Genre | : Electronic books |
| ISBN | : 9781107314887 |
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 | : Jonathan Mukwiri |
| Publisher | : Routledge |
| Total Pages | : 201 |
| Release | : 2009-05-07 |
| Genre | : Business & Economics |
| ISBN | : 1134007817 |
Since the implementation of the European Directive on Takeover Bids, a European common legal framework governs regulation of takeovers in EU Members States. This book studies the European Community Directive on Takeover Bids, first from a British perspective, but also considers the Directive in relation to the EU.
| 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 | : 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 | : Kluwer Law International B.V. |
| Total Pages | : 282 |
| Release | : 2010-01-01 |
| Genre | : Business & Economics |
| ISBN | : 9041133402 |
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.
| Author | : Guido Ferrarini |
| Publisher | : |
| Total Pages | : 0 |
| Release | : 2004 |
| Genre | : Business & Economics |
| ISBN | : 9780199273805 |
This book examines reforms in company and takeover law, crucial to modern business and economics. Reform activity is underway in the UK, Germany, France, Italy, and most other member States of the European Union. In addition, the EU is developing its own rules and reform plans. The European13th directive was enacted in December 2003- this requires modifications of member State takeover law. The European Commission has outlined the company law action plan which will lead to important directives from 2004 to 2010. This book is the first to deal comprehensively with both the 13thdirective and the EU company law action plan, providing commentary on the action plan, and critically assessing what the future may hold. The takeover law provisions in the 13th directive, including the 'break-through' rule and the controversial level playing field for takeover activities amongstEuropean member states and between them and the United States are examined.The contributions also address a wide range of topical issues including corporate disclosure, board structure, the role of non-executive and supervisory directors, remuneration of directors, responsibility of the management and the board, personal liability of board members, auditors, and conflictsof interest.The company law action plan and the two reports of the High Level Group of Company Law Experts upon which the plan was based are reproduced in full in a useful annex.
| Author | : Dirk Van Gerven |
| Publisher | : Cambridge University Press |
| Total Pages | : 958 |
| Release | : 2008-11-27 |
| Genre | : Law |
| ISBN | : 110732002X |
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 | : Rita Szudoczky |
| Publisher | : LAP Lambert Academic Publishing |
| Total Pages | : 68 |
| Release | : 2009-08 |
| Genre | : Consolidation and merger of corporations |
| ISBN | : 9783838308852 |
Mergers and corporate acquisitions started to boom in Europe at the end of the 1990s, at the same time the number of unsolicited takeovers also increased. The new phenomena called for coordinated action in Europe and the harmonization of the takeover regulations of the EU Member States. This book describes a certain phase of this harmonization process, by comparing the EC Commission s Proposal for a Directive on takeover bids with the approach of the US regulations and common law jurisprudence on takeovers. While the European approach focuses on the protection of minority shareholders, the US rules follow different objectives which aim at maintaining the role of takeovers in ensuring the effeciency of corporate managements. This analysis examines whether one or the other of these policy objectives should be given priority or rather they should be reconciled and integrated within the regulatory regime of takeovers. The book is a useful tool for anyone wishing to gain a better understanding of the operation of corporate takeovers and the rational underlying their regulation.
