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Free Movement Of Capital And Takeovers
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Book Synopsis Free Movement of Capital and Takeovers by : Jonathan Mukwiri
Download or read book Free Movement of Capital and Takeovers written by Jonathan Mukwiri and published by . This book was released on 2014 with total page 21 pages. Available in PDF, EPUB and Kindle. Book excerpt: One of the objectives of the Takeover Directive is to reinforce the single market by enabling the free movement of capital throughout the EU. This requires takeover rules to be in harmony with capital movement rules, yet both 2007 and 2012 European Commission reports reveal a continuing tension. Whilst Article 63 TFEU prohibits obstacles to free movement of capital, Article 12 of the Directive makes the removal of obstacles that would frustrate takeover bids optional. In order to harmonise takeovers with free movement of capital, this paper examines the extent to which the tension between capital movement and takeover rules could potentially be resolved with negative integration. The conclusion is that negative integration could resolve tension. However, the suggestion is made that strict negative integration is inadvisable since there seems to be a lack of political will in member states to eliminate takeover obstacles and an uncertain economic situation in the EU at present.
Book Synopsis EU Law and the Harmonization of Takeovers in the Internal Market by : Thomas Gr. Papadopoulos
Download or read book EU Law and the Harmonization of Takeovers in the Internal Market written by Thomas Gr. Papadopoulos and published by Kluwer Law International B.V.. This book was released on 2010-08-27 with total page 280 pages. Available in PDF, EPUB and Kindle. Book excerpt: 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.
Book Synopsis Capital, Market and the State by : Ilektra Antonaki
Download or read book Capital, Market and the State written by Ilektra Antonaki and published by . This book was released on 2021-10-25 with total page 232 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book explores how the EU free movement of capital provisions can be interpreted in order to allow certain forms of State participation in the market for the purposes of protecting public interest objectives in the context of privatisations and golden shares.
Book Synopsis The Free Movement of Capital and Financial Services by : Graeme Baber
Download or read book The Free Movement of Capital and Financial Services written by Graeme Baber and published by Cambridge Scholars Publishing. This book was released on 2014-10-02 with total page 590 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book investigates in depth the compliance of the financial services legislation of Estonia and Poland with the free movement of capital provisions of European Union law. A sample of the financial services legislation from each of three further European Union Member States is assessed for compliance with these rules, in the light of the conclusions drawn from the comprehensive studies. General comments and recommendations are made in respect of the free movement of capital and of services. Implications for the financial services sector are drawn from the research.
Book Synopsis The Relationship Between Takeover Bids and Mergers by : Thomas Papadopoulos
Download or read book The Relationship Between Takeover Bids and Mergers written by Thomas Papadopoulos and published by . This book was released on 2010 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: The aim of this article is to examine the relationship between takeovers bids and mergers at EU level, and to discuss the possibility of combining these two methods of EU corporate restructuring within the context of the internal market. A merger can sometimes be the result of a successful takeover bid (i.e. acquisition of the offeree company's shares and, subsequently, of corporate control), but is more often implemented by one company's taking over of another, so that the terminating company's assets and liabilities are transferred as a whole to an existing company, usually designated the continuing company. Combining these two corporate restructuring methods could result in a more effective business consolidation. Takeover bids and mergers fall within the protective scope of the fundamental freedom of establishment (Art. 43 EC Treaty) and of the free movement of capital (Art. 56 EC Treaty). Hence, the conduct of takeover bids and mergers, either separately or in combination, constitutes an exercise of these fundamental freedoms. Such exercise could prove to be beneficial for both EU corporate restructuring and for the strengthening of the EU market in corporate control, which constitutes parts of the internal market. EC market integration regarding corporate restructuring and business consolidation can be achieved only if EU companies enjoy the freedom to choose how and by which means they proceed to those control transactions that they believe to be more appropriate for them.
Book Synopsis The Takeover of Public Companies as a Mode of Exercising EU Treaty Freedoms by : Maciej Mataczynski
Download or read book The Takeover of Public Companies as a Mode of Exercising EU Treaty Freedoms written by Maciej Mataczynski and published by Peter Lang D. This book was released on 2017 with total page 199 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book provides a comprehensive review of major legal problems affecting the processes of takeover of publicly listed companies with particular emphasis on EU, Polish and German law. Acquisitions are seen through the lens of two relevant EU Treaty freedoms: free movement of capital and freedom of establishment and the 13th (Takeover) Directive. The Book contains an in-depth review of the relevant case law of the Court of Justice. The authors discuss the limits of inclusion into shareholders' autonomy by transnational rules. They also look at breakthrough and neutrality rules stemming from the Takeover Directive. The extensive economic analysis serves as background to a legal-dogmatic research. The authors discuss the phenomenon of so-called national champions and its role in economies and societies of emerging markets.
Book Synopsis Takeovers and the European Legal Framework by : Jonathan Mukwiri
Download or read book Takeovers and the European Legal Framework written by Jonathan Mukwiri and published by Routledge. This book was released on 2009-05-07 with total page 201 pages. Available in PDF, EPUB and Kindle. Book excerpt: 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.
Book Synopsis EU Law and the Harmonization of Takeovers in the Internal Market by : Thomas Papadopoulos
Download or read book EU Law and the Harmonization of Takeovers in the Internal Market written by Thomas Papadopoulos and published by Kluwer Law International B.V.. This book was released on 2010-01-01 with total page 282 pages. Available in PDF, EPUB and Kindle. Book excerpt: 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.
Book Synopsis The Free Movement of Capital and Foreign Direct Investment by : Steffen Hindelang
Download or read book The Free Movement of Capital and Foreign Direct Investment written by Steffen Hindelang and published by Oxford University Press. This book was released on 2009-07-09 with total page 447 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book offers a timely restatement of the EU law on free movement of capital, focusing on the effect of EU law on international investment. Through analysis of the complex case law, it sets out the rights enjoyed by investors under EU law. It criticises the growth of protectionism within Europe, and sets out the legal limits on such policies.
Book Synopsis Wyatt and Dashwood's European Union Law by : Alan Dashwood
Download or read book Wyatt and Dashwood's European Union Law written by Alan Dashwood and published by Bloomsbury Publishing. This book was released on 2011-06-14 with total page 1110 pages. Available in PDF, EPUB and Kindle. Book excerpt: First published 30 years ago, Wyatt and Dashwood's European Union Law was a landmark publication, designed and written for students taking degree level courses in EU law. In the intervening years new editions have appeared at regular intervals, firmly establishing the book as a reliable and authoritative text. Besides introducing generations of students to the intricacies of European law it has also been increasingly relied upon by scholars, practitioners and the courts as a valuable source of reference on this complex and ever-expanding body of law. While the book cannot cover every aspect of the subject matter, it nevertheless offers comprehensive coverage of those aspects of EU law most commonly studied at degree level. Part I introduces the history and foundations of the Union's primary law. Part II looks at the Union's institutions, decision-making procedures and competences. It also deals with the Union judiciary, focusing on direct actions before the Union courts and preliminary references from national courts. The constitutional fundamentals of direct effect and supremacy, effective judicial protection before national courts, general principles of Union law and the Charter of Fundamental Rights are dealt with in Part III. Part IV covers the internal market: free movement of goods, Union citizenship, workers, establishment and services, the services directive, mutual recognition of qualifications, corporate establishment and company law harmonisation. Part V deals with competition law: Articles 101 and 102 TFEU, the enforcement of Union competition rules and other related competition law issues. Part VI then includes a brand new chapter concerned with the EU's external relations, together with treatment of the legal effects of international agreements entered into by the EU. As with previous editions the aim is to provide an accurate, critical, pragmatic and original account of the subject, at times also offering unique insiders' insights. The book holds to its reputation as being both broad and profound, the ideal foundation for gaining a deep understanding of EU law. This edition reflects the law post-Lisbon. It has also been re-structured and re-designed, so as to facilitate ease-of-use. Its original authors, Derrick Wyatt and Alan Dashwood, continue to make a significant contribution. Michael Dougan, Eleanor Spaventa and Barry Rodger complete the team of authors working on this invaluable textbook and reference work. The 6th edition has already been cited in the Northern Ireland High Court by The Honourable Mr. Justice Bernard McCloskey [2011] NIQB 61.
Book Synopsis Protecting Societal Interests in Corporate Takeovers by : Huizi Ai
Download or read book Protecting Societal Interests in Corporate Takeovers written by Huizi Ai and published by Springer Nature. This book was released on 2022-11-18 with total page 304 pages. Available in PDF, EPUB and Kindle. Book excerpt: The book explores “what are the societal interests that may be affected by a takeover, are these protected under the current regulatory frameworks of the U.K., Germany, and China, (and if so) how are they protected and what recommendations can be made for future reforms in the three jurisdictions?” The book adopts three main methods: law and economics analysis, doctrinal legal research, and comparative analysis. The content of this book is intended not only for the academia; it may also benefit the policy makers by providing an evaluation on the strengths and weaknesses of different protection mechanisms and recommendations for future reforms. Besides, companies which are (potentially) interested in conducting takeovers in the three countries may also find this book useful with its overall analysis of the regulatory frameworks and representative takeover cases in the jurisdictions.
Book Synopsis European Company Law by : Andrea Vicari
Download or read book European Company Law written by Andrea Vicari and published by Walter de Gruyter GmbH & Co KG. This book was released on 2021-03-08 with total page 342 pages. Available in PDF, EPUB and Kindle. Book excerpt: The book provides students of European company law courses, scholars and practitioners with an overview. Although company law remains mainly regulated at the level of national laws, it has become important to obtain a systematic view of the main directives in the field of company law, the EU Court of Justice’s jurisprudence, the European Model Company Act and the state of implementation of these directives in the member states of the Union. The book therefore contains, in addition to the illustration of the law laid down by EU legislative bodies and the related soft laws, detailed references to the most important domestic legislations and case laws, in order to make them known and usable as much as possible. Moreover, the book allows identifying the most relevant current legislative trends and the main historical reasons for divergences.
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 2010-07-29 with total page pages. Available in PDF, EPUB and Kindle. Book excerpt: It can be difficult for students of comparative company law both to understand the internationally relative nature of a legal system and grasp it in practical detail. This book is designed to address that problem. Each chapter begins with a discursive analysis of the laws in Germany, the UK and the USA, framed by a comparative presentation. Chapters also contain edited judicial decisions from at least two of the jurisdictions, which allow readers to perform their own comparisons in more detail and leave room for original analysis and discussion.
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.
Book Synopsis The relationship of the Free Movement of Capital to the other Fundamental Freedoms by : Maria Inmaculada Ihle-Masip
Download or read book The relationship of the Free Movement of Capital to the other Fundamental Freedoms written by Maria Inmaculada Ihle-Masip and published by diplom.de. This book was released on 2005-06-30 with total page 151 pages. Available in PDF, EPUB and Kindle. Book excerpt: Inhaltsangabe:Abstract: The present diploma thesis was written in preparation for the annual Eucotax- wintercourse 2005 celebrated in Tilburg, Holland. At this international conference the main findings of the paper were presented und further elaborated in cooperation with students from other participating universities and important international tax experts. The aim of this diploma thesis is to analyze in great detail the relationship between the Free Movement of Capital and the other Fundamental Freedoms, that is to say, to answer the question whether there is a single theory characterizing the relationship or whether different criteria apply to the question of delimitation according to the Freedoms at issue. Provided that an analysis of literature, relevant law and case-law does not rule out the possibility of simultaneous application of various Treaty Freedoms, the question of relationship is considered at the level of the substantive scope and justifications with respect to transactions that combine aspects relevant under several Fundamental Freedoms. However, before proceeding to this core question it is necessary to elaborate on the basis of discussion. Therefore, the first chapter is dedicated to the structural approach to be used to discuss the four Freedoms in the following, second chapter. Thereby, the ongoing convergence of shape and structure of the Fundamental Freedoms will become evident. A detailed analysis of primary, secondary and case-law as well as the abundant range of literature concerning scope, structure and shape of the Fundamental Freedoms provides the basis for addressing the core question of this thesis, the relationship of the Free Movement of Capital to the other Treaty Freedoms. This question is addressed in the main chapter three, which firstly, elaborates on the general question of whether a consistent and clear delimitation is actually possible and to what extent it is of practical relevance. Consequently, situations that could be addressed from the angle of various Treaty Freedoms are considered in view of the, in part, quite inconsistent case-law. Thereby, questions regarding the relationship and delimitation of the substantive scope of the Treaty Freedoms are discussed separately from issues concerning the application and possible interaction of diverging grounds of justification. Generally, the issue of relationship and delimitation is considered one of the most difficult questions regarding the Fundamental [...]
Book Synopsis EC Regulation of Corporate Governance by : Andrew Johnston
Download or read book EC Regulation of Corporate Governance written by Andrew Johnston and published by Cambridge University Press. This book was released on 2009-12-03 with total page 419 pages. Available in PDF, EPUB and Kindle. Book excerpt: Andrew Johnston examines EC regulation of national corporate governance systems through the lenses of economic theory and reflexive governance. By contrasting the normative demands of the neoclassical 'agency' model with those of the productive coalition model, he shows how their incompatibility required political compromise. Reflexive governance theory is then used to explain how progress has been possible. Through detailed analysis of both case law and positive regulation, the author highlights the move from positive to negative integration; the benefits as well as the limits of regulatory competition; and the significant role of reflexive techniques in both preventing market failure and enabling positive integration to proceed. The workable compromise that has emerged between market integration and continued regulatory diversity at national level demonstrates that procedural regulation can steer autonomous social subsystems towards greater responsibility and a better articulation of the public good.
Book Synopsis European Corporate Law by : Adriaan F.M. Dorresteijn
Download or read book European Corporate Law written by Adriaan F.M. Dorresteijn and published by Kluwer Law International B.V.. This book was released on 2016-04-24 with total page 394 pages. Available in PDF, EPUB and Kindle. Book excerpt: This fully updated new edition provides the best-known practical overview of the law regarding companies, business activities, and capital markets in Europe, at both the European Union (EU) and Member State levels. It incorporates analysis of recent developments including the impact of global initiatives in such aspects of the corporate environment as regulation of financial institutions and non-financial reporting obligations with a view to sustainability and other social responsibility concerns. The authors, all leading experts in European corporate law, describe current and emerging trends in such areas of corporate law practice as the following: - rules on cross-border mergers; - employee involvement in business activities; - the initiatives by the Organisation for Economic Co-operation and Development (OECD) and the EU to curb tax avoidance; - Member States’ implementation of EU legislation; - a company’s freedom to incorporate in a jurisdiction not its own; - competition among the legal forms of different Member States; and - safeguarding of employee involvement in cross-border transactions. With respect to national law, the laws of Belgium, France, Germany, the Netherlands, Poland, Spain, and the United Kingdom are taken into account; Italy is now included in this new edition. As in earlier editions, the authors demonstrate that analysis and comparison of national corporate laws yield highly valuable general principles and observations, not least because business organizations, wherever located, tend to show a fundamentally similar set of legal characteristics. The Third Edition will continue to be of great value to practitioners and academics who wish to acquire a better understanding of European corporate law, in its supranational dimension as well as in the similarities and differences among the various national legal systems.
