Reforming Company And Takeover Law In Europe PDF Download
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| Author | : Guido Ferrarini |
| Publisher | : |
| Total Pages | : 0 |
| Release | : 2004 |
| Genre | : Business & Economics |
| ISBN | : 9780199273805 |
Download Reforming Company and Takeover Law in Europe Book in PDF, ePub and Kindle
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 | : Jonathan Mukwiri |
| Publisher | : Routledge |
| Total Pages | : 238 |
| Release | : 2009-05-07 |
| Genre | : Business & Economics |
| ISBN | : 1134007809 |
Download Takeovers and the European Legal Framework Book in PDF, ePub and Kindle
Since the implementation of the European Directive on Takeover Bids, a European common legal framework governs regulation of takeovers in EU Members States. The European Directive on Takeover Bids was adopted in April 2004, and implemented in the UK and in other Member States on 20th May 2006. The Directive seeks to regulate takeovers by way of protecting investors, and harmonising takeover laws in Europe. In facilitating the restructuring of companies through takeovers, the Directive aims at reinforcing the free movement of capital. Takeovers and the European Legal Framework studies the European Community Directive on Takeover Bids, in order to provide greater understanding of both the impact and effect of the European legal framework of takeover regulation. It firstly looks at the Directive from a British perspective, focusing on the impact of the transposition of the Takeover Directive into the UK. The book examines the provisions of the City Code on Takeovers and Mergers, and discusses the takeover provisions in the Companies Act 2006 that implement the Takeover Directive in the UK, arguing that the Directive will provide a new basis for UK takeover regulation, and that the system will work well. Jonathan Mukwiri goes on to consider the Directive in relation to the EU, arguing that despite its deficiencies, in that Member States are free to opt to restrict takeovers, the Directive provides a useful legal framework by which takeovers are regulated in different jurisdictions. Mukwiri highlights how the freedoms of the EC Treaty and EU Directives interact, and the effects of the Takeover Directive on political considerations in the law-making process in European Community. Moreover, he argues that the future of EU takeover regulation is likely to follow the lead of the UK, making this book relevant to a wide range of policy makers and academics across Europe.
| Author | : Beate Sjåfjell |
| Publisher | : Kluwer Law International B.V. |
| Total Pages | : 592 |
| Release | : 2009-03-26 |
| Genre | : Law |
| ISBN | : 904114451X |
Download Towards a Sustainable European Company Law Book in PDF, ePub and Kindle
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 | : Thomas Gr. Papadopoulos |
| Publisher | : Kluwer Law International B.V. |
| Total Pages | : 280 |
| Release | : 2010-08-27 |
| Genre | : Law |
| ISBN | : 9041137408 |
Download EU Law and the Harmonization of Takeovers in the Internal Market Book in PDF, ePub and Kindle
Analysing the Takeover Bid Directive in light of EU Law, this important monograph examines the extent to which the Directive facilitates the exercise of the fundamental freedom of establishment and the free movement of capital in the internal market. The analysis begins with a discussion of the fundamental freedom of establishment of companies, as well as of the legal bases for the harmonization of company law and capital markets law at the EU level. Additionally, the significance of corporate mobility and of the freedom of establishment case law of the European Court of Justice for the takeover process is analysed. The author shows that, far from achieving market integration in the field of EU company law, the Takeover Bid Directive is a compromise resulting from the very different legal and policy approaches of the Member States in the field of takeover regulation. 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 a board of directors to obtain the prior authorization of a general meeting of shareholders before taking any action that could result in the frustration of the bid; and the breakthrough rule, which restricts significant transfer and voting rights during the time allowed for acceptance of the bid.
| Author | : Jeremy Grant |
| Publisher | : |
| Total Pages | : 0 |
| Release | : 2018 |
| Genre | : Consolidation and merger of corporations |
| ISBN | : 9781787421769 |
Download European Takeovers Book in PDF, ePub and Kindle
'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 | : Dirk van Gerven |
| Publisher | : Cambridge University Press |
| Total Pages | : 333 |
| Release | : 2008 |
| Genre | : Law |
| ISBN | : 0521516706 |
Download Common Legal Framework for Takeover Bids in Europe Book in PDF, ePub and Kindle
An examination of the general principles applicable to takeover bids in the European Union and the European Economic Area.
| Author | : Joseph Lee |
| Publisher | : Springer Nature |
| Total Pages | : 281 |
| Release | : 2021-05-20 |
| Genre | : Law |
| ISBN | : 3030723453 |
Download Takeover Law in the UK, the EU and China Book in PDF, ePub and Kindle
This book investigates stakeholders’ interests, market players, and governance models for the takeover market in the changing global economic orders. Authors from the UK, Germany, the Netherlands, Australia, and China discuss takeovers in the context of China as a rising power in the global M&A market and re-examine takeover as an efficient method for corporate competition, consolidation, and restructuring. China has come to embrace takeovers as a market practice and is seeking directions for further reforms of its law, regulatory model, and banking system in order to compete with other economic powers. Yet, China is at a very different economic development stage and has different legal and political structures. State-owned enterprises dominate the Shanghai and Shenzhen stock markets – a very different landscape from UK and European exchanges. Researchers and policy makers are currently developing options in response to needs for reform. Recently, China has also announced the opening of its financial markets to foreign ownership. This book reflects on the UK and European models and focuses on the policy choices for China to transform its capital market. The book is of interest to postgraduate students and researchers (LLM, PhD, postdocs), law and management/finance academics, and policy makers.
| Author | : Steef M. Bartman |
| Publisher | : Kluwer Law International B.V. |
| Total Pages | : 190 |
| Release | : 2006-01-01 |
| Genre | : Law |
| ISBN | : 9041125299 |
Download European Company Law in Accelerated Progress Book in PDF, ePub and Kindle
As a penetrating evaluation of the EU's capability to improve its corporate regulatory infrastructure and thereby attract more investors and business activities within its territory as a whole, this book offers insights to those interested in the field, from economic policymakers at every level of government to business persons and their counsel.
| Author | : Nicola de Luca |
| Publisher | : Cambridge University Press |
| Total Pages | : 599 |
| Release | : 2021-04-15 |
| Genre | : Law |
| ISBN | : 110891117X |
Download European Company Law Book in PDF, ePub and Kindle
Taking a text, cases and materials approach, de Luca's successful textbook remains the only offering for students of European company law, and has been thoroughly updated in this new edition. Chapters have been expanded to cover the latest legislation and directives on cross-border mergers, the use of digital tools, and cross-border insolvency, while figures and graphs have been introduced to help illustrate complex processes and relationships. Clearly differentiated explanatory textboxes from the first edition have been revised, and allow students to quickly identify sources such as EU legislation, official documents and excerpts from scholarly papers. The book explores a diverse range of topics, from what European company law is, to the structure of the Societas Europaea Statute, capital markets and takeover law. It continues to be an essential resource for the growing number of graduate courses in European company law, European business law, and comparative corporate law.
| Author | : Gudula Deipenbrock |
| Publisher | : |
| Total Pages | : 17 |
| Release | : 2013 |
| Genre | : |
| ISBN | : |
Download The Takeover Directive and German Takeover Law - Some Fundamentals from a Market and Sustainable Development Perspective Book in PDF, ePub and Kindle
The regulation of takeovers at European Union (Union) and national level has been discussed passionately and contentiously for decades. Its market-theoretical implications and economic effects and its complex corporate governance facets led to adversarial legal-political approaches to what takeover regulation shall achieve and by what means. Takeovers are highly complex transactions. Their effects on the companies, markets and economies involved are multiple and hard to assess. A thorough review of the first legally binding framework for takeovers in Germany, the Securities Acquisition and Takeover Act (WpÜG) of 20 December 2001, was triggered in particular by its10th anniversary. At the same time proposals regarding a revision of the Directive 2004/25/EC on takeover bids3 (Takeover Directive) have been discussed in anticipation of its evaluation by the European Commission (Commission). Inspired by the reform debates regarding takeover rules the article aims to introduce the German perspective on the current takeover rules. The article starts with an introduction to the European regime for takeovers. Against this backdrop, the German legal approach to takeovers will be concisely explained. To this end it appears methodologically justified to refer (only) to a selection of articles, monographies and main commentaries which allow a condensed and accessible depiction of the German legal regime for takeovers. The focus will be on the correlation between takeover rules and market issues with particular reference to a sustainable development viewpoint. The article assesses finally from the specific perspective of German takeover law whether the Takeover Directive requires a revision in order to promote sustainable development. The sustainable development point of view focuses on whether the relevant takeover rules allow taking a broad, holistic, stakeholder-, and long-term-oriented approach.
