Corporate Takeover Legislation

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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.

Knights, Raiders, and Targets

Author : John C. Coffee
Publisher : Oxford University Press
ISBN 13 : 0195364554
Total Pages : 562 pages
Book Rating : 4.1/5 (953 download)

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

Download or read book Knights, Raiders, and Targets written by John C. Coffee and published by Oxford University Press. This book was released on 1988 with total page 562 pages. Available in PDF, EPUB and Kindle. Book excerpt:

Public Policy Toward Corporate Takeovers

Author : Murray L. Weidenbaum
Publisher : Transaction Publishers
ISBN 13 : 9781412832458
Total Pages : 200 pages
Book Rating : 4.8/5 (324 download)

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Book Synopsis Public Policy Toward Corporate Takeovers by : Murray L. Weidenbaum

Download or read book Public Policy Toward Corporate Takeovers written by Murray L. Weidenbaum and published by Transaction Publishers. This book was released on with total page 200 pages. Available in PDF, EPUB and Kindle. Book excerpt: This volume examines critical issues in the debate over the effects' of the current wave of corporate takeovers. Media accounts are often sensational, but proposed public policy remedies need to be evaluated on the basis of more than simple rhetoric. The studies contained in this collection provide solid economic grounding for the debate. Public Policy Toward Corporate Takeovers is the result of extensive research sponsored by the Center for the Study of American Business and directed by Murray Weidenbaum; it examines key aspects of takeovers: the evolving regulatory role of the Antitrust Division, state versus federal authority over offensive and defensive takeover maneuvers, whether leveraged buyouts improve the firm's economic performance, and the validity of assertions about "entrenched" managements. The book also includes the views of the most publicized corporate raider, T. Boone Pickens. Balancing Pickens' highly favorable view of the value of hostile takeovers as a disciplining factor for subpar management performance is a chapter by David Ravenscraft of the Federal Trade Commission, who takes a long-term viewpoint and argues that the popular belief that takeovers create substantial efficiencies has not been borne out by the record. The overall findings do not fully support either side of the takeover controversy. The book presents both legal and economic perspectives, and suggests strategies for government policymakers as well as leaders of private enterprise.

Comparative Takeover Regulation

Author : Umakanth Varottil
Publisher : Cambridge University Press
ISBN 13 : 1107195276
Total Pages : 545 pages
Book Rating : 4.1/5 (71 download)

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Book Synopsis Comparative Takeover Regulation by : Umakanth Varottil

Download or read book Comparative Takeover Regulation written by Umakanth Varottil and published by Cambridge University Press. This book was released on 2017-10-26 with total page 545 pages. Available in PDF, EPUB and Kindle. Book excerpt: Comparative Takeover Regulation compares the laws relating to takeovers in leading Asian economies and relates them to broader global developments. It is ideal for educational institutions that teach corporate law, corporate governance, and mergers and acquisitions, as well as for law firms, corporate counsel and other practitioners.

Corporate Takeover Legislation

Author : United States. Congress. Senate. Committee on Banking, Housing, and Urban Affairs. Subcommittee on Securities
Publisher :
ISBN 13 :
Total Pages : 120 pages
Book Rating : 4.0/5 ( download)

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Book Synopsis Corporate Takeover Legislation by : United States. Congress. Senate. Committee on Banking, Housing, and Urban Affairs. Subcommittee on Securities

Download or read book Corporate Takeover Legislation written by United States. Congress. Senate. Committee on Banking, Housing, and Urban Affairs. Subcommittee on Securities and published by . This book was released on 1990 with total page 120 pages. Available in PDF, EPUB and Kindle. Book excerpt:

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.

Takeover Laws and Financial Development

Author : Tatiana Nenova
Publisher : World Bank Publications
ISBN 13 :
Total Pages : 52 pages
Book Rating : 4./5 ( download)

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Book Synopsis Takeover Laws and Financial Development by : Tatiana Nenova

Download or read book Takeover Laws and Financial Development written by Tatiana Nenova and published by World Bank Publications. This book was released on 2006 with total page 52 pages. Available in PDF, EPUB and Kindle. Book excerpt: The issue of "an appropriate" legal framework, especially in the case of the takeover market, has been poorly studied in the case of emerging markets, yet it is of immediate relevance and practical policymaker interest. The study makes a first attempt to analyze takeover regulations in a comparative context across 50 countries. It proposes a methodology to create a detailed index on the most salient features of capital market laws, and illustrates the approach on the case of takeover legislation. The methodology allows better understanding of the impact of laws on markets and development, allows a detailed quantification of a given regulation, in this case takeover market rules, and helps determine relevant policy implications. Specifically, the framework permits the exploration of the effects of individual regulations, their substitutability and interplay, as well as the overall extent of friendliness of the laws to investors, or particular groups thereof (such as minority shareholders), and the links of specialized regulation with the overall legal system. Finally, the study explores the effect of the investor-friendliness of takeover laws on stock market development.

Full Disclosure of Corporate Equity Ownership and in Corporate Takeover Bids

Author : United States. Congress. Senate. Committee on Banking and Currency. Subcommittee on Securities
Publisher :
ISBN 13 :
Total Pages : 290 pages
Book Rating : 4.0/5 (1 download)

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Book Synopsis Full Disclosure of Corporate Equity Ownership and in Corporate Takeover Bids by : United States. Congress. Senate. Committee on Banking and Currency. Subcommittee on Securities

Download or read book Full Disclosure of Corporate Equity Ownership and in Corporate Takeover Bids written by United States. Congress. Senate. Committee on Banking and Currency. Subcommittee on Securities and published by . This book was released on 1967 with total page 290 pages. Available in PDF, EPUB and Kindle. Book excerpt: Considers S. 510, to amend the Securities Exchange Act to require disclosure of identity, intentions, and financial resources by those attempting to acquire control of a publicly traded company through open market stock acquisitions or through stock tender offers.

The Law and Economics of Takeovers

Author : Athanasios Kouloridas
Publisher : Bloomsbury Publishing
ISBN 13 : 1847314295
Total Pages : 338 pages
Book Rating : 4.8/5 (473 download)

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Book Synopsis The Law and Economics of Takeovers by : Athanasios Kouloridas

Download or read book The Law and Economics of Takeovers written by Athanasios Kouloridas and published by Bloomsbury Publishing. This book was released on 2008-05-19 with total page 338 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book studies takeovers from the acquirer's perspective. More precisely the book focuses on the legal and regulatory treatment of the risks faced by the acquiring company shareholders in takeovers. The identified risks are categorised into two main groups: first, risks generated by managerial choices and second, regulatory or external risks. The analysis considers the legal context but also draws on the economic literature, seeking to map the area under consideration and to suggest measures to improve the present position from both a law and economics perspective. More specifically, the book examines various methods of protecting the acquiring shareholders against value-decreasing or self-interested acquisitions, such as the class transaction rules, fiduciary duties, the acquiring directors' responsibilities under the Takeover Code, the court scheme procedure, the role of institutional shareholders and reward strategies, and methods of making the acquiring directors more exposed to the discipline of the market. The effects of the choice of the medium of payment are also covered. In addition, it covers the Code's position with regard to auction situations and seeks to identify ways of addressing the acquiring shareholders' interests in auctions, including auctions where buyout teams or white Knights are involved. Moreover it identifies situations where deviations from horizontal equality rules, which increase takeover premia, are or should be recognised. To that effect the Code's rules on mandatory bids, the determination of the price and the form of payment offered, partial offers and squeeze outs are considered. In addition, it covers the Code's position with regards to auction situations and seeks to identify ways of addressing the acquiring shareholders' interests in auctions, including auctions where buyout teams or White Knights are involved. Moreover it identifies situations where deviations from horizontal equality rules, which increase takeover premia, are or should be recognised. To that effect the Code's rules on mandatory bids, the determination of the price and the form of payment offered, partial offers and squeeze outs are considered. The analysis covers both hostile and friendly situations. In relation to hostile takeovers, the legal and regulatory framework of toehold strategies is analysed (Code's requirements, Disclosure Rules and Companies Act disclosure requirements etc). Market Abuse issues in relation to stake building are also highlighted. In relation to friendly takeovers the operation of lock-up agreements and break fees (Code's requirements, fiduciary law, financial assistance and other contract law concerns), is also explored. Finally, the Panel's position on adverse changes, pre-conditions and conditions which the offer can be subject to and the bidder's exposure to Material Adverse Change risk are assessed. The book discusses developments in the area under consideration including the Takeover Code regime after the implementation of the Takeover Directive and the Companies Act 2006.

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.

Corporate Takeovers

Author :
Publisher :
ISBN 13 :
Total Pages : 178 pages
Book Rating : 4.F/5 ( download)

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Book Synopsis Corporate Takeovers by :

Download or read book Corporate Takeovers written by and published by . This book was released on 1987 with total page 178 pages. Available in PDF, EPUB and Kindle. Book excerpt:

Takeovers

Author : Meredith M. Brown
Publisher : Wolters Kluwer
ISBN 13 : 0735597642
Total Pages : 882 pages
Book Rating : 4.7/5 (355 download)

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Book Synopsis Takeovers by : Meredith M. Brown

Download or read book Takeovers written by Meredith M. Brown and published by Wolters Kluwer. This book was released on 2010-01-01 with total page 882 pages. Available in PDF, EPUB and Kindle. Book excerpt: Demystify the takeover process with the straightforward guidance found in Aspen Publishersand’ Takeovers: A Strategic Guide to Mergers and Acquisitions, the definitive desk reference to managing the legal, regulatory, and economic aspects of todayand’s increasingly complex corporate combinations, including cross-border acquisitions. Using the expert insights in this guide to the takeover process, you will swiftly master the nomenclature, tempo of deal-making and techniques for closing in all types of business combinations.Takeovers: A Strategic Guide to Mergers and Acquisitions gives you a practical understanding of the critical procedures, issues, and laws both bidder and target corporations must consider, including: How tender offers are regulated Proxy contests The Hart-Scott-Rodino Act Strategic litigation Federal regulation of a targetand’s responses to a takeover Poison pills State takeover legislation Deal protections Directorsand’ duties Going private This updated Third Edition of Takeovers: A Strategic Guide to Mergers and Acquisitions expands the entire book with coverage of such topics as: Recent trends in mergers and acquisitions The impact of Rule 14d-10 on tender offers and proposed SEC amendments clarifying the rule Developments in insider trading law Proposed amendments to the proxy rules allowing delivery of proxy materials via the Internet Stockholder proposals relating to poison pills and majority voting Changes in the Hart- Scott-Rodino rules Political considerations in cross-border Mandamp;A and increased attention to the role of CFIUS How the Foreign Corrupt Practices Act and the USA Patriot Act have affected Mandamp;A Developments in the standards of judicial review applicable to director actions Developments relating to deal protection Changes in federal tax rules affecting business combinations

Corporate Takeovers

Author : Deborah K. McKnight
Publisher :
ISBN 13 :
Total Pages : 34 pages
Book Rating : 4.:/5 (319 download)

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Book Synopsis Corporate Takeovers by : Deborah K. McKnight

Download or read book Corporate Takeovers written by Deborah K. McKnight and published by . This book was released on 1988 with total page 34 pages. Available in PDF, EPUB and Kindle. Book excerpt:

Comparative Company Law

Author : Andreas Cahn
Publisher : Cambridge University Press
ISBN 13 : 1107186358
Total Pages : 1095 pages
Book Rating : 4.1/5 (71 download)

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Book Synopsis Comparative Company Law by : Andreas Cahn

Download or read book Comparative Company Law written by Andreas Cahn and published by Cambridge University Press. This book was released on 2018-10-04 with total page 1095 pages. Available in PDF, EPUB and Kindle. Book excerpt: Presents in-depth, comparative analyses of German, UK and US company laws illustrated by leading cases, with German cases in English translation.

Takeover Defense

Author : Fleisher
Publisher : Aspen Publishers
ISBN 13 : 9780735594142
Total Pages : 2908 pages
Book Rating : 4.5/5 (941 download)

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Book Synopsis Takeover Defense by : Fleisher

Download or read book Takeover Defense written by Fleisher and published by Aspen Publishers. This book was released on 2009-12-01 with total page 2908 pages. Available in PDF, EPUB and Kindle. Book excerpt: Takeover Defense, Mergers and Acquisitions is the must-have resource for attorneys representing any target--or potential target--of takeover activities. This one-of-a-kind reference provides: In-depth analysis of all significant laws, rules, cases, issues and tactics State-of-the-art practical guidance, including valuable forms and exhibits A truly unique focus on the concerns of public companies facing challenges by activists, hostile bids, or those planning strategic mergers and acquisitions Expanded full treatment of merger and sale transactions Takeover Defense, Mergers and Acquisitions, the re-titled Seventh Edition of Takeover Defense is the only treatise on corporate acquisitions written specifically from the viewpoint of the target corporation. And the new change of title reflects the expanded full treatment of merger and sale transactions --whether or not triggered by a hostile takeover bid. Providing authoritative guidance on every aspect of planning for an M&A transaction, or defending against, and seeking alternatives to a hostile takeover, this resource stands out as the most comprehensive and up-to-date guide currently available. If you don't have the answers to these crucial questions--you might have trouble: In the brave new world of government bail-outs, what are the rules for executive compensation and how should boards react? What is the new paradigm for acquisition agreements to address financing difficulties? How are reverse breakup fees, damage parameters and financing outs used and drafted? How has an SEC rule change caused a resurgence of tender offers? What is new in tender offer rules and tactics, including the use of top-up options? How should management and boards deal with the proxy advisory firms and institutional investors? How have shark repellents been attacked and dismantled by activists? What are the consequences and what are the board's options? Can the board resort to self-help in adopting by-law changes without a shareholder vote? What type of advance notice by-law should the company have? Proxy contests, both traditional and "short-slate" campaigns, have become much more frequent--how should boards prepare and respond? What is the effect of having a "majority voting" standard and how should it be defined? What will be the effect of proxy access and elimination of broker discretionary voting? What are the current rules defining the fiduciary duties of directors in considering unsolicited bids or strategic mergers and what courses of action are available to the board? What are the permissible techniques for selling a company? When do "go-shops" make sense? Can a buyer "lock-up" a deal with a control shareholder? How do antitrust considerations affect the board's options and strategy? What is the state of the art in poison pills? What is the utility and appropriateness of adopting an NOL (net-operating loss) poison pill?

Corporate Acquisitions and Mergers in the United States

Author : Vijay Sekhon
Publisher : Kluwer Law International B.V.
ISBN 13 : 9403523417
Total Pages : 274 pages
Book Rating : 4.4/5 (35 download)

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Book Synopsis Corporate Acquisitions and Mergers in the United States by : Vijay Sekhon

Download or read book Corporate Acquisitions and Mergers in the United States written by Vijay Sekhon and published by Kluwer Law International B.V.. This book was released on 2020-06-21 with total page 274 pages. Available in PDF, EPUB and Kindle. Book excerpt: Derived from Kluwer’s multi-volume Corporate Acquisitions and Mergers, the largest and most detailed database of M&A know-how available anywhere in the world, this work by a highly experienced partner in the leading international law firm Sidley Austin LLP provides a concise, practical analysis of current law and practice relating to mergers and acquisitions of public and private companies in the United States. The book offers a clear explanation of each step in the acquisition process from the perspectives of both the purchaser and the seller. Key areas covered include: structuring the transaction; due diligence; contractual protection; consideration; and the impact of applicable company, competition, tax, intellectual property, environmental and data protection law on the acquisition process. Corporate Acquisitions and Mergers is an invaluable guide for both legal practitioners and business executives seeking a comprehensive yet practical analysis of mergers and acquisitions in the United States. Equivalent analyses of M&A law and practice in some 50 other jurisdictions, all contributed by leading law firms, are accessible on-line at www.kluwerlawonline.com under Corporate Acquisitions and Mergers.

The Market for Corporate Control in Japan

Author : Enrico Colcera
Publisher : Springer Science & Business Media
ISBN 13 : 3540715886
Total Pages : 398 pages
Book Rating : 4.5/5 (47 download)

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Book Synopsis The Market for Corporate Control in Japan by : Enrico Colcera

Download or read book The Market for Corporate Control in Japan written by Enrico Colcera and published by Springer Science & Business Media. This book was released on 2007-09-04 with total page 398 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book analyzes the modern trend in the Japanese M and A market. It reveals from different perspectives the process of convergence to a new monitoring model of the corporation: "the market for corporate control". The book contains a systematic survey of all relevant economic and legal information in this field. Analysis of 17 recent cases of hostile takeover is presented.