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Book Takeover Bids Vs  Proxy Fights in Contests for Corporate Control

Download or read book Takeover Bids Vs Proxy Fights in Contests for Corporate Control written by Lucian A. Bebchuk and published by . This book was released on 2018 with total page 47 pages. Available in PDF, EPUB and Kindle. Book excerpt: This paper evaluates the primary mechanisms for changing management or obtaining control in publicly traded corporations with dispersed ownership. Specifically, we analyze and compare three mechanisms: (1) proxy fights (voting only); (2) takeover bids (buying shares only); and (3) a combination of proxy fights and takeover bids in which shareholders vote on acquisition offers. We first show how proxy fights unaccompanied by an acquisition offer suffer from substantial shortcomings that limit the use of such contests in practice. We then argue that combining voting with acquisition offers is superior not only to proxy fights alone but also to takeover bids alone. Finally, we show that, when acquisition offers are in the form of cash or the acquirer's existing securities, voting shareholders can infer from the pre-vote market trading which outcome would be best in light of all the available public information. Our analysis has implications for the ongoing debates in the US over poison pills and in Europe over the new EEC directive on takeovers.

Book Proxy Contests and Battles for Corporate Control

Download or read book Proxy Contests and Battles for Corporate Control written by and published by . This book was released on 1981 with total page 896 pages. Available in PDF, EPUB and Kindle. Book excerpt:

Book Full Disclosure of Corporate Equity Ownership and in Corporate Takeover Bids

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 272 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.

Book Takeover Defense

    Book Details:
  • Author : Fleisher
  • Publisher : Aspen Publishers
  • Release : 2009-12-01
  • ISBN : 9780735594142
  • Pages : 2908 pages

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?

Book Takeover Bids

    Book Details:
  • Author : United States. Congress. House. Committee on Interstate and Foreign Commerce. Subcommittee on Commerce and Finance
  • Publisher :
  • Release : 1968
  • ISBN :
  • Pages : 88 pages

Download or read book Takeover Bids written by United States. Congress. House. Committee on Interstate and Foreign Commerce. Subcommittee on Commerce and Finance and published by . This book was released on 1968 with total page 88 pages. Available in PDF, EPUB and Kindle. Book excerpt:

Book Proxy Contests

    Book Details:
  • Author :
  • Publisher :
  • Release : 1982
  • ISBN :
  • Pages : 1026 pages

Download or read book Proxy Contests written by and published by . This book was released on 1982 with total page 1026 pages. Available in PDF, EPUB and Kindle. Book excerpt:

Book Proxy Contests Handbook

Download or read book Proxy Contests Handbook written by and published by . This book was released on 1989 with total page 886 pages. Available in PDF, EPUB and Kindle. Book excerpt:

Book Mergers and Acquisitions Basics

Download or read book Mergers and Acquisitions Basics written by Donald DePamphilis and published by Academic Press. This book was released on 2010-10-29 with total page 290 pages. Available in PDF, EPUB and Kindle. Book excerpt: Mergers and Acquisitions Basics: All You Need to Know provides an introduction to the fundamental concepts of mergers and acquisitions. Key concepts discussed include M&As as change agents in the context of corporate restructuring; legal structures and strategies employed in corporate restructuring; takeover strategies and the impact on corporate governance; takeover defenses; and players who make mergers and acquisitions happen. The book also covers developing a business plan and the tools used to evaluate, display, and communicate information to key constituencies both inside and outside the corporation; the acquisition planning process; the negotiation, integration planning, and closing phases; financing transactions; and M&A post-merger integration. This book is written for buyers and sellers of businesses, financial analysts, chief executive officers, chief financial officers, operating managers, investment bankers, and portfolio managers. Others who may have an interest include bank lending officers, venture capitalists, government regulators, human resource managers, entrepreneurs, and board members. The book may also be used as a companion or supplemental text for undergraduate and graduate students taking courses on mergers and acquisitions, corporate restructuring, business strategy, management, governance, and entrepreneurship. Describes a broad view of the mergers and acquisition process to illustrate agents' interactions Simplifies without overgeneralizing Bases conclusions on empirical evidence, not experience and opinion Features a recent business case at the end of each chapter

Book Proxy Contests for Corporate Control

Download or read book Proxy Contests for Corporate Control written by Edward Ross Aranow and published by . This book was released on 1968 with total page 720 pages. Available in PDF, EPUB and Kindle. Book excerpt:

Book A Practical Guide to SEC Proxy and Compensation Rules

Download or read book A Practical Guide to SEC Proxy and Compensation Rules written by Amy L. Goodman and published by Aspen Publishers. This book was released on 1995 with total page 938 pages. Available in PDF, EPUB and Kindle. Book excerpt: Written by leading authorities, the Second Edition of A Practical Guide to SEC Proxy and Compensation Rules provides expert analysis and valuable tips and pointers on everything you need to know to master the proxy process and ensure compliance with the SEC's rules. You get comprehensive guidance on such essential issues as: Preparing the executive compensation tables and compensation committee report -- plus examples and the full text reports of seven companies -- Explanations of the FASB rules on accounting for stock options -- Discussions on the requirements necessary to ensure the tax deductibility of executive compensation under IRC Section 162(m) -- Descriptions of the disclosure requirements for a company seeking shareholder approval of certain employee benefit plans -- Analysis of institutional activism under the proxy rules -- And much more. Insightful analysis throughout this guide of how companies have responded to the SEC regulations and on the positions taken by the SEC will help you prepare day-to-day disclosures as well as long-range plans. Valuable appendixes contain SEC and DOL releases, rules and regulations.

Book Takeover Bids  Hearing Before the Subcommittee on Commerce and Finance     90 2  on H R  14475  S  510  July 1  1968

Download or read book Takeover Bids Hearing Before the Subcommittee on Commerce and Finance 90 2 on H R 14475 S 510 July 1 1968 written by United States. Congress. House. Interstate and Foreign Commerce and published by . This book was released on 1968 with total page 82 pages. Available in PDF, EPUB and Kindle. Book excerpt:

Book Model Business Corporation Act Annotated

Download or read book Model Business Corporation Act Annotated written by American Bar Association. Committee on Corporate Laws and published by . This book was released on 1971 with total page 556 pages. Available in PDF, EPUB and Kindle. Book excerpt: "A research project of the American Bar Foundation, Ray Garrett, Sr., chairman, editorial committee, Philip Hablutzel, research director."--T.p.

Book Aranow   Einhorn on Proxy Contests for Corporate Control

Download or read book Aranow Einhorn on Proxy Contests for Corporate Control written by Randall S. Thomas and published by Aspen Publishers. This book was released on 1998-01-01 with total page pages. Available in PDF, EPUB and Kindle. Book excerpt: Widely recognized as the attorney's 'bible' for handling contested elections of boards of directors and shareholder proposals, this time-honored treatise addresses the unique demands of the past decade. Here, you'll find the most comprehensive, current and practical coverage of the critical issues surrounding these contests, plus the latest state and federal law with in-depth discussions of recent rules that can affect your every move in this highly regulated field. A virtual blueprint on how to proceed under all the newest requirements, ARANOW & EINHORN ON PROXY CONTESTS FOR CORPORATE CONTROL brings you all-new material on such crucial topics as: SEC regulations of proxy solicitations the form of proxy Federal antifraud rules Proxy contest defensive tactics Executive pay the new shareholder communications rules Disproportionate voting rights the shareholder proposal rule Joint tender offer and proxy contests. ARANOW & EINHORN ON PROXY CONTESTS FOR CORPORATE CONTROL takes you step-by-step through the considerations and legal intricacies of successfully initiating - or defending against - a proxy contest. from preparing for a contest and meeting to the solicitation of proxies to conducting the meeting, you get a thorough evaluation and indispensable 'how-to' problem-solving guidance not available anywhere else.

Book Annual Securities Regulation Institute

Download or read book Annual Securities Regulation Institute written by and published by . This book was released on 1970 with total page 274 pages. Available in PDF, EPUB and Kindle. Book excerpt: