Download or read book Response to the European Commission s Report on the Application of the Takeover Bids Directive written by Peter Böckli and published by . This book was released on 2014 with total page 15 pages. Available in PDF, EPUB and Kindle. Book excerpt: This paper contains the European Company Law Experts' response to the report of the European Commission of 28 June 2012 on the application of the Takeover Bids Directive of 2004 and the reform initiatives announced. For evaluating these initiatives the rationale of the mandatory bid rule is relevant (exit rationale, control premium rationale and undistorted choice rationale). On this basis the paper discusses each of the concerns raised by the European Commission: 1) The concept of "acting in concert": The ECLE are of the opinion that a uniform concept for the Takeover Bids Directive, the Transparency Directive and the Acquisition Directive is not useful because of the different objectives of these Directives. As to the Takeover Directive it should be made clear that joint engagement activities of investors should not trigger a mandatory offer. 2) National derogations to the mandatory offer rule differ widely, but there are different types of derogations that pose different concerns. The ECLE recommend that the Directive should provide for a review process with respect to national derogations. 3) The ECLE believe that there are good reasons to close the loopholes against the “creep in” and the “creep on” acquisitions. 4) As to board neutrality and the break-through rule the ECLE believe that the default rules should be changed. The option rights should be given to the shareholders, not to the member states. The reciprocity rule is flawed. 5) The protection of the rights of employees should be addressed in a wider context and should not be taken up specifically for one type of transaction such as takeover bids.
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.
Download or read book Cross Border Mergers written by Thomas Papadopoulos and published by Springer Nature. This book was released on 2019-09-28 with total page 511 pages. Available in PDF, EPUB and Kindle. Book excerpt: This edited volume focuses on specific, crucially important structural measures that foster corporate change, namely cross-border mergers. Such cross-border transactions play a key role in business reality, economic theory and corporate, financial and capital markets law. Since the adoption of the Cross-border Mergers Directive, these mergers have been regulated by specific legal provisions in EU member states. This book analyzes various aspects of the directive, closely examining this harmonized area of EU company law and critically evaluating cross-border mergers as a method of corporate restructuring in order to gain insights into their fundamental mechanisms. It comprehensively discusses the practicalities of EU harmonization of cross-border mergers, linking it to corporate restructuring in general, while also taking the transposition of the directive into account. Exploring specific angles of the Cross-border Mergers Directive in the light of European and national company law, the book is divided into three sections: the first section focuses on EU and comparative aspects of the Cross-border Mergers Directive, while the second examines the interaction of the directive with other areas of law (capital markets law, competition law, employment law, tax law, civil procedure). Lastly, the third section describes the various member states’ experiences of implementing the Cross-border Mergers Directive.
Download or read book The Financial Crisis Inquiry Report written by Financial Crisis Inquiry Commission and published by Cosimo, Inc.. This book was released on 2011-05-01 with total page 692 pages. Available in PDF, EPUB and Kindle. Book excerpt: The Financial Crisis Inquiry Report, published by the U.S. Government and the Financial Crisis Inquiry Commission in early 2011, is the official government report on the United States financial collapse and the review of major financial institutions that bankrupted and failed, or would have without help from the government. The commission and the report were implemented after Congress passed an act in 2009 to review and prevent fraudulent activity. The report details, among other things, the periods before, during, and after the crisis, what led up to it, and analyses of subprime mortgage lending, credit expansion and banking policies, the collapse of companies like Fannie Mae and Freddie Mac, and the federal bailouts of Lehman and AIG. It also discusses the aftermath of the fallout and our current state. This report should be of interest to anyone concerned about the financial situation in the U.S. and around the world.THE FINANCIAL CRISIS INQUIRY COMMISSION is an independent, bi-partisan, government-appointed panel of 10 people that was created to "examine the causes, domestic and global, of the current financial and economic crisis in the United States." It was established as part of the Fraud Enforcement and Recovery Act of 2009. The commission consisted of private citizens with expertise in economics and finance, banking, housing, market regulation, and consumer protection. They examined and reported on "the collapse of major financial institutions that failed or would have failed if not for exceptional assistance from the government."News Dissector DANNY SCHECHTER is a journalist, blogger and filmmaker. He has been reporting on economic crises since the 1980's when he was with ABC News. His film In Debt We Trust warned of the economic meltdown in 2006. He has since written three books on the subject including Plunder: Investigating Our Economic Calamity (Cosimo Books, 2008), and The Crime Of Our Time: Why Wall Street Is Not Too Big to Jail (Disinfo Books, 2011), a companion to his latest film Plunder The Crime Of Our Time. He can be reached online at www.newsdissector.com.
Download or read book Banking Consolidation in the EU written by Rym Ayadi and published by CEPS. This book was released on 2004 with total page 108 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Modernization of European Company Law and Corporate Governance written by Gert-Jan Vossestein and published by Kluwer Law International B.V.. This book was released on 2010-01-01 with total page 314 pages. Available in PDF, EPUB and Kindle. Book excerpt: This new book offers a substantial framework for examining the competence or powers of the EC in the field of company law, and the requirements for the lawful exercise of these powers (the principle of subsidiarity and the observance of Article 43 EC in particular). In order to provide a clear understanding of the practical relevance of this framework, the author tests the provisions of specific EC company law instruments for compatibility with the EC Treaty. Although the substantial body of EC company law that has been built up over the years is covered, the focus is on EC company law instruments which have been adopted in implementation of the 2003 Action Plan. The book includes a survey of the various company law instruments (both pre-and post-Action Plan) which together make up EC company law, and discusses the objectives of EC company law policy. --
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 594 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.
Download or read book Securities market regulation in the EU written by Karel Lannoo and published by CEPS. This book was released on 2004 with total page 35 pages. Available in PDF, EPUB and Kindle. Book excerpt:
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.
Download or read book Recommendations for Central Counterparties written by Group of Ten. Committee on Payment and Settlement Systems and published by . This book was released on 2004 with total page 80 pages. Available in PDF, EPUB and Kindle. Book excerpt:
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.
Download or read book World Report 2019 written by Human Rights Watch and published by Seven Stories Press. This book was released on 2019-02-05 with total page 847 pages. Available in PDF, EPUB and Kindle. Book excerpt: The best country-by-country assessment of human rights. The human rights records of more than ninety countries and territories are put into perspective in Human Rights Watch's signature yearly report. Reflecting extensive investigative work undertaken by Human Rights Watch staff, in close partnership with domestic human rights activists, the annual World Report is an invaluable resource for journalists, diplomats, and citizens, and is a must-read for anyone interested in the fight to protect human rights in every corner of the globe.
Download or read book Europe s Hidden Capital Markets written by Jean-Pierre Casey and published by CEPS. This book was released on 2005 with total page 142 pages. Available in PDF, EPUB and Kindle. Book excerpt: Assessing regulatory measures taken at the EU level that impact European bond markets, this book examines the desirability, utility, and feasibility of certain policy measures.
Download or read book Guide for All Hazard Emergency Operations Planning written by Kay C. Goss and published by DIANE Publishing. This book was released on 1998-05 with total page 277 pages. Available in PDF, EPUB and Kindle. Book excerpt: Meant to aid State & local emergency managers in their efforts to develop & maintain a viable all-hazard emergency operations plan. This guide clarifies the preparedness, response, & short-term recovery planning elements that warrant inclusion in emergency operations plans. It offers the best judgment & recommendations on how to deal with the entire planning process -- from forming a planning team to writing the plan. Specific topics of discussion include: preliminary considerations, the planning process, emergency operations plan format, basic plan content, functional annex content, hazard-unique planning, & linking Federal & State operations.
Download or read book Research Handbook on Representative Shareholder Litigation written by Sean Griffith and published by Edward Elgar Publishing. This book was released on 2018 with total page 552 pages. Available in PDF, EPUB and Kindle. Book excerpt: Written by leading scholars and judges in the field, the Research Handbook on Representative Shareholder Litigation is a modern-day survey of the state of shareholder litigation. Its chapters cover securities class actions, merger litigation, derivative suits, and appraisal litigation, as well as other forms of shareholder litigation. Through in-depth analysis of these different forms of litigation, the book explores the agency costs inherent in representative litigation, the challenges of multijurisdictional litigation and disclosure-only settlements, and the rise of institutional investors. It explores how related issues are addressed across the globe, with examinations of shareholder litigation in the United States, Canada, the United Kingdom, the European Union, Israel, and China. This Research Handbook will be an invaluable resource on this important topic for scholars, practitioners, judges and legislators.
Download or read book Does Sweden Need a Mandatory Bid Rule written by Rolf Skog and published by Suerf. This book was released on 1997-01-01 with total page 61 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book The Swedish Takeover Code written by Rolf Skog and published by Taylor & Francis. This book was released on 2016-08-12 with total page 360 pages. Available in PDF, EPUB and Kindle. Book excerpt: The Swedish Takeover Code was first published in the 1970s, with the UK City Code serving as a model. However, the 2011 overhaul of the City Code implemented changes in the UK which brought the City Code closer to the Swedish approach, particularly in regards to procedures surrounding the announcement of offers and possible offers. Available for the first time in English, this book is the leading commentary on the Swedish Takeover Code. Written by members of the Swedish Takeover Panel, who have been directly involved in the recent overhauls of the code, it is a vital reference for any companies, lawyers, bankers, financial regulators or policy makers participating in mergers and acquisitions involving Swedish stakeholders.
