Conflicts In The Regulation Of Hostile Business Takeovers In The United States And The European Union

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Conflicts in the Regulation of Hostile Business Takeovers in the United States and the European Union

Author : Barbara Ann White
Publisher :
ISBN 13 :
Total Pages : 0 pages
Book Rating : 4.:/5 (137 download)

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Book Synopsis Conflicts in the Regulation of Hostile Business Takeovers in the United States and the European Union by : Barbara Ann White

Download or read book Conflicts in the Regulation of Hostile Business Takeovers in the United States and the European Union written by Barbara Ann White and published by . This book was released on 2010 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: This essay focuses on hostile business takeovers to illustrate the significance that cultural differences among nations can play in developing a harmonized European Union law. After 12 years of development, the EU Directive regulating hostile takeovers, to everyone's surprise, was voted down in the EU Parliament in 2001. The EU Parliament consists of the member nations and the movement to defeat the Directive was led by Germany, which had just suffered a brutal hostile takeover of its largest company by British raiders. The “harmonization” efforts within the EU (i.e., establishing uniform laws among the member nations) mirrors the federalism movement among the several US states. Though the history of federalism in the US is punctuated with struggles among the several states including no less than the American Civil War, the harmonization efforts by the EU may face even more difficult challenges. Cultural differences among the EU nations are likely stronger than those among the several states in the US since the nations of Europe each have a far longer unique history. Those cultural differences certainly played a role when the EU was developing its takeover law and may have helped to thwart those efforts. This essay also raises a number of questions about the “received theory” regarding the evolution of transnational uniform business law. First, a closer look at history will challenge the view that nations will naturally gravitate towards a uniform law. Second, a review of the practicalities will question the assertion that a transnational uniform law in all its aspects is necessary to have efficiency. Third, a look at actual cases suggests that the experience of the United States has not always yielded the most “efficient” solutions, at least with regard to economic matters, when applied to European circumstances.

Hostile Takeovers and Directors

Author : Ari Savela
Publisher : Faculty of Law University of Turku
ISBN 13 : 9789512914395
Total Pages : 399 pages
Book Rating : 4.9/5 (143 download)

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Book Synopsis Hostile Takeovers and Directors by : Ari Savela

Download or read book Hostile Takeovers and Directors written by Ari Savela and published by Faculty of Law University of Turku. This book was released on 1999-01-01 with total page 399 pages. Available in PDF, EPUB and Kindle. Book excerpt:

Corporate Takeover Law and Management Discipline

Author : Francis A Okanigbuan Jnr
Publisher : Routledge
ISBN 13 : 042989578X
Total Pages : 215 pages
Book Rating : 4.4/5 (298 download)

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Book Synopsis Corporate Takeover Law and Management Discipline by : Francis A Okanigbuan Jnr

Download or read book Corporate Takeover Law and Management Discipline written by Francis A Okanigbuan Jnr and published by Routledge. This book was released on 2019-12-06 with total page 215 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book examines the effectiveness of corporate takeovers. The dominant ideologies of corporate takeovers include synergistic gains and its managerial disciplinary role. These dominant themes are being undermined by the challenges of costly acquisitions. The UK Takeover Code is a regulatory response to the role of managers of target companies only. Also, the regulatory framework for takeovers in the United States is largely focused on target companies. The book demonstrates that managements can influence the role of takeovers, thereby undermining its synergistic and disciplinary values. Presenting an identification and evaluation of the limits of current regulatory and judicial control over the role of management during takeovers in the UK and the US -Delaware, it will identify the relevance of institutional control as an effective mechanism for addressing the challenges of managerial influence over takeover functions. It will also identify how the role of managements can be addressed with the complementary benefit to shareholder and employee interests; thereby challenging the shareholder/ stakeholder primacy debate in corporate law, particularly in relation to takeovers. This book will be essential reading for scholars and students interested in the market for corporate control, corporate law and company law.

Securities Regulation

Author : United States. General Accounting Office
Publisher :
ISBN 13 :
Total Pages : 112 pages
Book Rating : 4.F/5 ( download)

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Book Synopsis Securities Regulation by : United States. General Accounting Office

Download or read book Securities Regulation written by United States. General Accounting Office and published by . This book was released on 1988 with total page 112 pages. Available in PDF, EPUB and Kindle. Book excerpt:

Knights, Raiders, and Targets

Author : John C. Coffee Jr.
Publisher : Oxford University Press
ISBN 13 : 0198021313
Total Pages : 560 pages
Book Rating : 4.1/5 (98 download)

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Book Synopsis Knights, Raiders, and Targets by : John C. Coffee Jr.

Download or read book Knights, Raiders, and Targets written by John C. Coffee Jr. and published by Oxford University Press. This book was released on 1988-06-23 with total page 560 pages. Available in PDF, EPUB and Kindle. Book excerpt: Fascinating as the corporate takeovers of recent years have been--with their "golden parachutes" and junk bonds, "greenmailers" and white knights--it is far from clear what underlying forces are at work, and what their long-term consequences will be. Debate over these questions has become polarized: some see takeover threats as disciplinary mechanisms that induce managers to behave efficiently and move assets to higher valued uses or into the hands of more efficient managers; others claim that corporate raiders have produced few observable increases in operating efficiency, but rather have disrupted business planning, enforced a preoccupation with the short-term, and tilted the balance sheets of corporate America towards dangerously high debt levels. Such sharp conflicts in theory and evidence have produced considerable governmental confusion concerning the appropriate policy response. Scores of bills have been introduced in Congress, but legislators are no more in agreement than scholars. Knights, Raiders, and Targets represents one of the first sustained efforts to refine and clarify these issues. Based on papers presented at a symposium sponsored by the Columbia Law School's Center for Law and Economic Studies, it also includes discussion of the informal presentations made at the symposium by the CEOs of several major corporations. This important book airs new theories and offers vital and exciting discussion of the essential issues attached to an event that has become central to American corporate culture.

Takeover Law in the UK, the EU and China

Author : Joseph Lee
Publisher : Springer Nature
ISBN 13 : 3030723453
Total Pages : 281 pages
Book Rating : 4.0/5 (37 download)

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Book Synopsis Takeover Law in the UK, the EU and China by : Joseph Lee

Download or read book Takeover Law in the UK, the EU and China written by Joseph Lee and published by Springer Nature. This book was released on 2021-05-20 with total page 281 pages. Available in PDF, EPUB and Kindle. Book excerpt: 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.

Defensive Measures Against Hostile Takeovers in the Common Market

Author : J. M. M. Maeijer
Publisher : Martinus Nijhoff Publishers
ISBN 13 : 0792308344
Total Pages : 238 pages
Book Rating : 4.7/5 (923 download)

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Book Synopsis Defensive Measures Against Hostile Takeovers in the Common Market by : J. M. M. Maeijer

Download or read book Defensive Measures Against Hostile Takeovers in the Common Market written by J. M. M. Maeijer and published by Martinus Nijhoff Publishers. This book was released on 1990 with total page 238 pages. Available in PDF, EPUB and Kindle. Book excerpt: The international conferences held each year at Fordham University in New York provide the most definitive analysis of US & EEC Antitrust & Trade Law. These annual bound volumes of the proceedings furnish explanations of the myriad of US/EC structures, players & roles that impact on antitrust. The following volumes are available: 1986 United States & Common Market Antitrust Policies 1987 North American & Common Market Antitrust & Trade Law 1991 Practice of Law, Regulation, Ethnics & Liability 1992 EC & US Competition Law & Policy 1993 Antitrust in a Global Economy 1980-1991 Fordham Index of Tables of Cases

Corporate Takeovers

Author : United States. Congress. Senate. Committee on the Judiciary. Subcommittee on Antitrust, Monopolies, and Business Rights
Publisher :
ISBN 13 :
Total Pages : 164 pages
Book Rating : 4.:/5 (327 download)

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Book Synopsis Corporate Takeovers by : United States. Congress. Senate. Committee on the Judiciary. Subcommittee on Antitrust, Monopolies, and Business Rights

Download or read book Corporate Takeovers written by United States. Congress. Senate. Committee on the Judiciary. Subcommittee on Antitrust, Monopolies, and Business Rights and published by . This book was released on 1987 with total page 164 pages. Available in PDF, EPUB and Kindle. Book excerpt:

A Legal and Economic Assessment of European Takeover Regulation

Author : Christophe Clerc
Publisher :
ISBN 13 : 9789461382344
Total Pages : 0 pages
Book Rating : 4.3/5 (823 download)

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Book Synopsis A Legal and Economic Assessment of European Takeover Regulation by : Christophe Clerc

Download or read book A Legal and Economic Assessment of European Takeover Regulation written by Christophe Clerc and published by . This book was released on 2012 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: 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.

The European Takeover Directive

Author : Celia Taylor
Publisher :
ISBN 13 :
Total Pages : 0 pages
Book Rating : 4.:/5 (137 download)

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Book Synopsis The European Takeover Directive by : Celia Taylor

Download or read book The European Takeover Directive written by Celia Taylor and published by . This book was released on 2012 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: Although the corporate laws of the United States and the European Union have converged in recent decades, their respective laws regulating takeovers remain quite dissimilar. Under US law, directors have almost unfettered power in the takeover context and can implement powerful defenses to deter bidders. The broad grant of authority to US directors is diametrically opposite to the approach taken by the Takeover Directive due to the inclusion of, among other provision, the board neutrality rule. The difference in approach towards takeover regulation reflects philosophical differences about how to regulate the market for corporate control and how to define the interest of the company, and may have implications for the role of corporations in sustainable development. This paper describes in broad overview the US approach toward takeover regulation highlighting differences in approach between US law and the Takeover Directive. It suggests that US law allows but does not require directors to define company interest expansively so as to support the goal of sustainable development.

Hostile Takeovers

Author : David L. McKee
Publisher : Praeger
ISBN 13 :
Total Pages : 208 pages
Book Rating : 4.:/5 (321 download)

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Book Synopsis Hostile Takeovers by : David L. McKee

Download or read book Hostile Takeovers written by David L. McKee and published by Praeger. This book was released on 1989-09-21 with total page 208 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book examines the effects of hostile takeovers, their impact on regional economies and industries, and the policy implications of such takeovers for both the corporation and the public sector. The book's contributors present arguments for and against corporate takeovers, identifying both the strong and weak points on each side. Then, they consider economic, legal, ethical and geographical issues--particularly interregional issues, legal difficulties involving different levels of governement, and interstate differences. Pension World The ongoing trend of hostile corporate takeovers has been discussed at some length in the press and in the business literature. However, even as terms like golden parachutes, greenmail, and white knights enter the popular lexicon, little has been written about the effects, real or potential, that specific takeovers may have upon the economic base of metropolitan areas, states, or regions that house individual corporate operations. This volume represents a systematic attempt to fill that gap by examining the effects of hostile takeovers, their impact on regional economies and industries, and the policy implications of such takeovers for both the corporation and the public sector. The contributors begin by presenting arguments for and against corporate takeovers, identifying both the strong and weak points on each side of the debate. They then turn to a consideration of economic, legal, ethical, and geographical issues, paying particular attention to interregional issues, legal difficulties involving different levels of government, and interstate differences. Separate chapters are also devoted to foreign direct investment in the United States and the impact of federal tax policy on the takeover process. The contributors conclude with an overview of the corporate impact of takeovers and specific policy recommendations.

A critical analysis of whether allowing directors to implement anti-takeover defences is beneficial for all corporate constituencies

Download A critical analysis of whether allowing directors to implement anti-takeover defences is beneficial for all corporate constituencies PDF Online Free

Author : Thomas Böhm
Publisher : GRIN Verlag
ISBN 13 : 3668962693
Total Pages : 31 pages
Book Rating : 4.6/5 (689 download)

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Book Synopsis A critical analysis of whether allowing directors to implement anti-takeover defences is beneficial for all corporate constituencies by : Thomas Böhm

Download or read book A critical analysis of whether allowing directors to implement anti-takeover defences is beneficial for all corporate constituencies written by Thomas Böhm and published by GRIN Verlag. This book was released on 2019-06-19 with total page 31 pages. Available in PDF, EPUB and Kindle. Book excerpt: Essay from the year 2018 in the subject Business economics - General, grade: A, University of Edinburgh (Edinburgh Law School), course: Corporation Law and Economics, language: English, abstract: This essay examines the question whether allowing directors to implement anti-takeover defences is beneficial for all corporate constituencies. Beginning with the classification of the topic in the law and economics context of the market for corporate control in Chapter 2, I will briefly outline in Chapter 3 the scenarios in which anti-takeover defences usually come into operation, namely hostile takeovers. Chapter 4 presents the most common anti-takeover defences and sets out the legal framework to what extent directors are permitted to adopt such defences in accordance with the applicable law. A distinction is made between UK and US law, with the latter focussing on Delaware law, where more than a half of all US publicly traded corporations are established. The Delaware Court of Chancery and Supreme Court have developed an extraordinary body of jurisprudence concerning corporate takeovers and anti-takeover defences. Chapter 5 points out potential impacts on the various constituencies of a company and deals with the fact why their interests have to be regarded in the takeover context. Finally, Chapter 6 critically evaluates anti-takeover defences from different stakeholder perspectives and concludes that these are not beneficial for all corporate constituencies, but for directors only.

Another Pill to Swallow

Author : Elena Demidova
Publisher : LAP Lambert Academic Publishing
ISBN 13 : 9783845405902
Total Pages : 64 pages
Book Rating : 4.4/5 (59 download)

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Book Synopsis Another Pill to Swallow by : Elena Demidova

Download or read book Another Pill to Swallow written by Elena Demidova and published by LAP Lambert Academic Publishing. This book was released on 2011-08 with total page 64 pages. Available in PDF, EPUB and Kindle. Book excerpt: In light of the recent boom of hostile takeovers in Russia, a reform of takeover regulation in G8 member requires special attention. The book sheds light upon the development of market for corporate control in Russia. It leads us through the most recent developments in Russian corporate legislation, revealing answers on such questions as: why hostile takeovers in Russia differ from hostile takeovers in European countries and what was the impetus for reform of takeover regulation in Russia. It shows how the mechanism of anti-takeover defenses can remedy current problem on the Russian market for corporate control and concludes with recommendations to Russian managers on application of different defenses. This book is the first attempt to scrutinize anti-takeover defenses deployed in Russia from both a legal and an economic perspective. It discusses applicability of European takeover regulation to Russian corporate law, anticipates possible difficulties in this process and explains why Russia switched from initial borrowing of the US corporate legislation to the regulation of the EU. The author provides insight into specifics of Russian business culture throughout the whole research.

Securities Regulation

Author :
Publisher :
ISBN 13 :
Total Pages : 105 pages
Book Rating : 4.:/5 (896 download)

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Book Synopsis Securities Regulation by :

Download or read book Securities Regulation written by and published by . This book was released on 1988 with total page 105 pages. Available in PDF, EPUB and Kindle. Book excerpt:

European Takeover Regulation

Author : Erik Berglöf
Publisher :
ISBN 13 :
Total Pages : 42 pages
Book Rating : 4.:/5 (129 download)

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Book Synopsis European Takeover Regulation by : Erik Berglöf

Download or read book European Takeover Regulation written by Erik Berglöf and published by . This book was released on 2003 with total page 42 pages. Available in PDF, EPUB and Kindle. Book excerpt: In its quest for more corporate restructuring and a single market for capital, the European Commission is pushing for Europe-wide takeover regulation. Previous attempts have failed largely due to differences in corporate governance arrangements across Member States. This article provides a framework for evaluating the effects of takeover regulation. We apply this framework to some specific proposals in the European debate and show that their impact often depends critically on the structure of ownership and control. In particular, two of the most discussed rules, the strict mandatory bid rule and the break-through rule, have no impact when ownership is dispersed. Also, the proposed break-through rule would only affect firms with dual-class shares but not firms that use other control instruments. Moreover, the two rules would effectively counteract each other, the break-through rule promoting takeovers and the mandatory bid rule impeding them. Introducing a strict mandatory bid rule alone, as the Commission proposed, would slow down restructuring. We argue that while increased contestability of control is desirable hostile takeovers are a rather blunt instrument for achieving this. The market for corporate control is only one of many corporate governance mechanisms to be honed in order to promote corporate restructuring in Europe.

Hostile Takeovers and Defensive Mechanisms in the United Kingdom and the United States

Author : Alexandros L. Seretakis
Publisher :
ISBN 13 :
Total Pages : 35 pages
Book Rating : 4.:/5 (13 download)

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Book Synopsis Hostile Takeovers and Defensive Mechanisms in the United Kingdom and the United States by : Alexandros L. Seretakis

Download or read book Hostile Takeovers and Defensive Mechanisms in the United Kingdom and the United States written by Alexandros L. Seretakis and published by . This book was released on 2013 with total page 35 pages. Available in PDF, EPUB and Kindle. Book excerpt: The United States and the United Kingdom are two countries sharing the same belief in the free market economy. Both countries are characterized by the separation of ownership and control and hostile takeovers are an important mechanism for constraining managerial excesses. However, the regulation of takeovers and defensive mechanisms is strikingly different. While Delaware jurisprudence has entrusted the board with the power to block hostile bids subject to an enhanced judicial standard, the United Kingdom has been a pioneer in adopting and promoting across Europe an absolute ban on takeover defenses. The public outrage provoked by the recent Kraft-Cadbury debacle has increased calls for stricter regulation of hostile takeovers. In light of the growing skepticism against the City Code's lenient approach to hostile takeovers, a question naturally arises. Should the United Kingdom abandon its restrictive approach towards takeover defenses and adopt the laxer and more lenient U.S. model? The answer should be negative, as the implementation of a U.S.-style regime, under which directors' defensive actions are scrutinized by the courts, would result in the U.K. market losing its major advantages. The speed, flexibility and certainty offered by the current regime would dissipate, should the authority in regulating defensive tactics be given to the courts. The genius of the U.K. regime lies in its ability to achieve the best results at a minimum cost. It manages to promote certainty, a vibrant takeover market and the accountability of directors, while eliminating the costs generated by litigation. In addition, the costs imposed by Rule 21 of the Takeover Code are either insignificant or associated with a wider debate outside the takeover field.

An International Comparison of Corporate Leeway to Ward-Off Predators

Author : Michael R. Patrone
Publisher :
ISBN 13 :
Total Pages : 0 pages
Book Rating : 4.:/5 (137 download)

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Book Synopsis An International Comparison of Corporate Leeway to Ward-Off Predators by : Michael R. Patrone

Download or read book An International Comparison of Corporate Leeway to Ward-Off Predators written by Michael R. Patrone and published by . This book was released on 2011 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: Comparison of the legal regulations in the United States, United Kingdom, and European Union governing company response to unsolicited takeover attempts and implementation of takeover defenses, in light of the Delaware Selectica case and the Cadbury/Kraft hostile-turned-friendly acquisition.