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Author : Joseph A. McCahery
Publisher : CEPS
ISBN 13 : 9789290794288
Total Pages : 116 pages
Book Rating : 4.7/5 (942 download)
Download or read book The Economics of the Proposed European Takeover Directive written by Joseph A. McCahery and published by CEPS. This book was released on 2003 with total page 116 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Author : Christophe Clerc
Publisher :
ISBN 13 : 9789461382344
Total Pages : 0 pages
Book Rating : 4.3/5 (823 download)
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.
Author : Beate Sjåfjell
Publisher : Kluwer Law International B.V.
ISBN 13 : 904114451X
Total Pages : 592 pages
Book Rating : 4.0/5 (411 download)
Download or read book Towards a Sustainable European Company Law written by Beate Sjåfjell and published by Kluwer Law International B.V.. This book was released on 2009-03-26 with total page 592 pages. Available in PDF, EPUB and Kindle. Book excerpt: 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 Papadopoulos
Publisher : Kluwer Law International B.V.
ISBN 13 : 9041133402
Total Pages : 282 pages
Book Rating : 4.0/5 (411 download)
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.
Author : Paul van Hooghten
Publisher :
ISBN 13 : 9780195323214
Total Pages : 0 pages
Book Rating : 4.3/5 (232 download)
Download or read book The European Takeover Directive and Its Implementation written by Paul van Hooghten and published by . This book was released on 2009 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: The European Takeover Directive and Its Implementation describes the history and the political and economic objectives of the Directive. Paul Van Hooghten offers detailed commentary on the text of the Directive including a discussion and explanation of each article. He provides insight on national takeover legislation as amended by the Directive in a number of key jurisdictions. This publication also addresses the optional agreements provided for in the Directive and all of the different provisions that may apply in the various member states. Particular attention is given to new provisions resulting from the Directive, with analysis from attorneys in each member state. Key issues covered include a discussion of the rights of employees under the Directive, a timetable for implementation, the sanctions for not implementing on schedule, and analysis of whether the Directive is compatible with the WTO obligations of the EU. Special attention in given to the Directive's impact on US companies bidding on companies established in the EU.
Author : Ulf Bernitz
Publisher : Oxford University Press
ISBN 13 : 0199591458
Total Pages : 392 pages
Book Rating : 4.1/5 (995 download)
Download or read book Company Law and Economic Protectionism written by Ulf Bernitz and published by Oxford University Press. This book was released on 2010-12-23 with total page 392 pages. Available in PDF, EPUB and Kindle. Book excerpt: A collection of essays examining the conflict between EU law and company law, covering a broad range of topics including takeovers, mergers and restructuring, sovereign wealth funds, and proportionality of ownership and control.
Author : Luca Enriques
Publisher :
ISBN 13 :
Total Pages : pages
Book Rating : 4.:/5 (129 download)
Download or read book The Mandatory Bid Rule in the Proposed EC Takeover Directive written by Luca Enriques and published by . This book was released on 2004 with total page pages. Available in PDF, EPUB and Kindle. Book excerpt: According to the new proposal for an EC takeover directive, anyone acquiring control of a listed company is required to make a bid, to be addressed to all holders of securities for all their holdings at a price at least equal to the highest price paid in the period preceding the acquisition, unless an exemption or a discount on price is granted by the supervisory authority. This paper provides an analysis of the mandatory bid rule as devised in the directive proposal and assesses whether there is a case for an EC rule of this kind. Five possible rationales are identified for the mandatory bid rule: the level playing field, the protection of minority shareholders, equality of treatment, companies' lower cost of capital, and efficiency and integration of European capital markets. Drawing from well-established economic analysis on transfers of control and the effects of the mandatory bid rule, the paper finds that harmonized rules such as those provided for in the proposal do not level the playing field and cannot be justified on this ground alone, have dubious effects on minority shareholders' welfare as a class and on firms' cost of capital, have no legal justification in terms of equal treatment, and can possibly be justified as rules enhancing the efficiency and integration of European capital markets, if other institutional arrangements such as low levels of enforcement of directors' duty of loyalty and the unavailability of the poison pill are taken into account. The paper concludes that certainly well-identified interest groups will gain from an EC mandatory bid rule provision. Corporate managers (and blockholders retaining working control) of widely-held European companies stand to gain from such provision, as it makes hostile takeovers more costly. Even more importantly, policymakers and supervisory agency officials, to whom great power and discretion are granted in deciding whether the mandatory bid rule applies and what its price should be, are going to gain from its introduction. Finally, those providing advisory services in the market for corporate control, and above all lawyers specializing in mergers and acquisitions, stand to gain from having in place an EC mandatory bid rule.
Author : Paul Van Hooghten
Publisher :
ISBN 13 : 9780379215250
Total Pages : pages
Book Rating : 4.2/5 (152 download)
Download or read book The European Takeover Directive written by Paul Van Hooghten and published by . This book was released on 2007-02-28 with total page pages. Available in PDF, EPUB and Kindle. Book excerpt: Offers guidance on the European Takeover Directive and its implementation in the various member states of the European Union. The Directive encourages a certain harmonization of the takeover legislation in the 25 member states, but it will not result in a uniform set of takeover rules throughout the EU.
Author : Jeremy Grant
Publisher :
ISBN 13 : 9781787421769
Total Pages : 0 pages
Book Rating : 4.4/5 (217 download)
Download or read book European Takeovers written by Jeremy Grant and published by . This book was released on 2018 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: '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 : Jonathan Mukwiri
Publisher : Routledge
ISBN 13 : 1134007817
Total Pages : 201 pages
Book Rating : 4.1/5 (34 download)
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.
Author : Umakanth Varottil
Publisher : Cambridge University Press
ISBN 13 : 1107195276
Total Pages : 545 pages
Book Rating : 4.1/5 (71 download)
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.
Author : Steef M. Bartman
Publisher : Kluwer Law International B.V.
ISBN 13 : 9041125299
Total Pages : 190 pages
Book Rating : 4.0/5 (411 download)
Download or read book European Company Law in Accelerated Progress written by Steef M. Bartman and published by Kluwer Law International B.V.. This book was released on 2006-01-01 with total page 190 pages. Available in PDF, EPUB and Kindle. Book excerpt: 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 : Cynthia A. Williams
Publisher : Cambridge University Press
ISBN 13 : 1139499254
Total Pages : 499 pages
Book Rating : 4.1/5 (394 download)
Download or read book The Embedded Firm written by Cynthia A. Williams and published by Cambridge University Press. This book was released on 2011-08-11 with total page 499 pages. Available in PDF, EPUB and Kindle. Book excerpt: The globalization of capital markets since the 1980s has been accompanied by a vigorous debate over the convergence of corporate governance standards around the world towards the shareholder model. But even before the financial and economic crisis of 2008/2009, the dominance of the shareholder model was challenged with regard to persisting divergences and national differences in corporate law, labor law and industrial relations. This collection explores this debate at an important crossroads, echoing Karl Polanyi's famous observation in 1944 of the disembeddedness of the market from society. Drawing on pertinent insights from scholars, practitioners and regulators in corporate and labor law, securities regulation as well as economic sociology and management theory, the contributions shed important light on the empirical effects on the economy of the shift to shareholder primacy, in light of a comprehensive reconsideration of the global context, policy goals and regulatory forms which characterize market governance today.
Author : Thomas Gr. Papadopoulos
Publisher : Kluwer Law International B.V.
ISBN 13 : 9041137408
Total Pages : 280 pages
Book Rating : 4.0/5 (411 download)
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.
Author : Nicola de Luca
Publisher : Cambridge University Press
ISBN 13 : 110891117X
Total Pages : 599 pages
Book Rating : 4.1/5 (89 download)
Download or read book European Company Law written by Nicola de Luca and published by Cambridge University Press. This book was released on 2021-04-15 with total page 599 pages. Available in PDF, EPUB and Kindle. Book excerpt: 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 : Koen Geens
Publisher : Leuven University Press
ISBN 13 : 9058678059
Total Pages : 377 pages
Book Rating : 4.0/5 (586 download)
Download or read book The European Company Law Action Plan Revisited written by Koen Geens and published by Leuven University Press. This book was released on 2010 with total page 377 pages. Available in PDF, EPUB and Kindle. Book excerpt: The harmonization of company law has always been on the agenda of the European Union. Besidesthe protection of third parties affected by business transactions, the founders had two other objectives: first, promoting freedom of establishment, and second, preventing the abuse of such freedom. The European Commission issued its Company Law Action Plan in 2003. In this volume researchers of the Jan Ronse Institute for Company Law of the Katholieke Universiteit Leuven present five chapters on the main priorities of the Action Plan: capital and creditor protection,corporate governance, one share one vote, financial reporting, and corporate mobility. The book also includes responses and ensuing discussions by reputed European company law experts.
Author : Reinier H. Kraakman
Publisher : Oxford University Press, USA
ISBN 13 : 9780199260645
Total Pages : 250 pages
Book Rating : 4.2/5 (66 download)
Download or read book The Anatomy of Corporate Law written by Reinier H. Kraakman and published by Oxford University Press, USA. This book was released on 2004 with total page 250 pages. Available in PDF, EPUB and Kindle. Book excerpt: This overview starts from the premise that corporate law across jurisdictions addresses the same three basic agency problems - the opportunism of: managers vis-a-vis shareholders; controlling shareholders vis-a-vis minority shareholders; and shareholdersvis-a-vis other corporate constituencies.
