Download or read book Common Legal Framework for Takeover Bids in Europe written by Dirk van Gerven and published by Cambridge University Press. This book was released on 2008 with total page 333 pages. Available in PDF, EPUB and Kindle. Book excerpt: An examination of the general principles applicable to takeover bids in the European Union and the European Economic Area.

Download or read book Common Legal Framework for Takeover Bids in Europe Volume 2 written by Dirk Van Gerven and published by Cambridge University Press. This book was released on 2010-01-28 with total page 333 pages. Available in PDF, EPUB and Kindle. Book excerpt: The Council Directive of 21 April 2004 on takeover bids sets forth the general principles applicable to takeover bids and clarifies certain minimum rules with respect to the procedure for a takeover bid, the obligation to make a mandatory bid in the event a minimum threshold is crossed and the majority shareholder's squeeze-out right as well as the minority shareholders' sell-out right. Furthermore, the Directive defines the authority which is competent to approve offer documents and supervise takeover bids, and provides for optional restrictions on the actions of the target company's management and on defence mechanisms. This book discusses the Takeover Directive and its implementing rules in each Member State of the European Union and the European Economic Area, providing companies and their advisors with useful insight into the legal framework and principles applicable to takeover bids in the region.

Download or read book Common Legal Framework for Takeover Bids in Europe written by and published by . This book was released on 2008 with total page 478 pages. Available in PDF, EPUB and Kindle. Book excerpt: The Council Directive of 21 April 2004 on takeover bids sets forth the general principles applicable to takeover bids and clarifies certain minimum rules with respect to the procedure for a takeover bid, the obligation to make a mandatory bid in the event a minimum threshold is crossed and the majority shareholder's squeeze-out right as well as the minority shareholders' sell-out right. Furthermore, the Directive defines the authority which is competent to approve offer documents and supervise takeover bids, and provides for optional restrictions on the actions of the target company's management and on defence mechanisms. This book discusses the Takeover Directive and its implementing rules in each Member State of the European Union and the European Economic Area, providing companies and their advisors with useful insight into the legal framework and principles applicable to takeover bids in the region.

Download or read book Takeover Bids in Europe written by Silja Maul and published by Young Writers. This book was released on 2008 with total page 638 pages. Available in PDF, EPUB and Kindle. Book excerpt:

Download or read book Common Legal Framework for Takeover Bids in Europe written by and published by . This book was released on 2010 with total page 321 pages. Available in PDF, EPUB and Kindle. Book excerpt: The Council Directive of 21 April 2004 on takeover bids sets forth the general principles applicable to takeover bids and clarifies certain minimum rules with respect to the procedure for a takeover bid, the obligation to make a mandatory bid in the event a minimum threshold is crossed and the majority shareholder's squeeze-out right as well as the minority shareholders' sell-out right. Furthermore, the Directive defines the authority which is competent to approve offer documents and supervise takeover bids, and provides for optional restrictions on the actions of the target company's manageme.

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.

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 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.

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.

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.

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:

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 The Takeover Bids Directive written by Chiara Mosca and published by . This book was released on 2018 with total page 29 pages. Available in PDF, EPUB and Kindle. Book excerpt: The European Directive on takeover bids (2004), was a highly debated piece of law and the opposition raised by the Member States was so strong that it took more than thirty years to reach agreement over the text now in force. There was full awareness that the matter under discussion was one of the most important to define the structure of the European financial market and to intervene, at the European level, in the development of the market for corporate control. The article assess whether the framework of the Directive corresponds to substantial uniformity across Europe, or is rendered vain by the flexibility granted by the Directive itself (by the "optional arrangements"). It also analyses to what extent the non-frustrating rules, whose transposition is not compulsory, hinder or enhance the goals stated by the Directive. An 'optimum transposition scheme' is identified, based on the opportunity given to companies to volountarly adopt the breakthrough and the passivity rule. A theoretical model implied by the Directive can actually induce the optimum transposition where Member States and companies find incentives to apply the rules on defences against takeover provided by the European law.

Download or read book Takeovers with Or Without Worker Voice written by Jan Cremers and published by . This book was released on 2016 with total page 251 pages. Available in PDF, EPUB and Kindle. Book excerpt:

Download or read book Takeover Defenses in Europe written by Klaus J. Hopt and published by . This book was released on 2015 with total page 40 pages. Available in PDF, EPUB and Kindle. Book excerpt: The European Directive on Takeover Bids of 2004 must be revised on the basis of experience gained in the five years of its application. On the basis of a legal and economic examination carried out by Marccus Partners and the Centre for European Policy Studies, the European Commission published an Application Report on 26 June 2012 on which the European Parliament in its Resolution of 21 May 2013 responded favorably. This has provoked very controversial economic and policy discussions in various Member States and beyond. This article carries out a comparative, theoretical and policy analysis of European takeover law, incorporating not only the Thirteenth Directive but also path dependent commonalities and differences between takeover law in the Member States as regards the European market for corporate control. The main point of dispute is the prohibition of frustrating action. The idea that the Board only takes account of the interests of the shareholders as regards defensive measures or an improved price (this with reference to the USA) is countered by the fear that the Board will have a serious self-interest in retaining their jobs and that this could affect their decisions and lead to their entrenchment (the position of the United Kingdom takeover regulation). It is argued that for path dependent reasons in Europe the market for corporate control has a role as a factor of external corporate governance. Takeovers do not only play a role in the allocation of resources with the consequence that capital is directed towards the place where it can be used most efficiently, but may also motivate Board members to perform better on behalf of shareholders (disciplinary mechanism). Even though there have been the improvements in (internal) corporate governance in recent decades, through the slowly growing role of institutional investors in the markets and in general meetings of shareholders, the progress has been rather limited. A functioning takeover market may still remain the most effective control mechanism.

Download or read book Study on Obstacles to Takeover Bids in the European Community written by European Commission and published by . This book was released on 1989 with total page pages. Available in PDF, EPUB and Kindle. Book excerpt:

Download or read book Mergers and Acquisitions in Europe written by Marina Vladimirovna Martynova and published by . This book was released on 2006 with total page pages. Available in PDF, EPUB and Kindle. Book excerpt: