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 Defense Strategies Against Hostile Takeovers written by Jan Steinbächer and published by GRIN Verlag. This book was released on 2007-09 with total page 93 pages. Available in PDF, EPUB and Kindle. Book excerpt: Bachelor Thesis from the year 2007 in the subject Business economics - Miscellaneous, grade: 94,0 %, International University of Monaco, 65 entries in the bibliography, language: English, abstract: Objective of this thesis was to identify the trends and developments of country-specific defense strategies against hostile takeovers and their determinants. Thus, it was necessary to analyze which possibilities of corporate defense would actually be feasible in certain countries. Defense strategies were subdivided into preventive and ad-hoc strategies. National characteristics and differentiators were shown and analyzed regarding their suitability as a defense measure. Especially in France and Germany the big influential players have been in a process of change: banks and governments are pursuing different investment strategies and companies loose their "systematic protection". The example of Germany illustrates that companies are looking for protective alternatives as old structures like the Rhenish capitalism are breaking up. The growth of M&A activities, especially of hostile takeovers, has affected national legislation to tighten their regulations; France has lifted barriers regarding takeovers (both friendly and hostile) regarding 11 specific industries at the time being. This example illustrates the increasingly protectionist behavior in Europe on a governmental level. Corporate Governance generally takes shareholders more and more into consideration regarding the vote on the adoption of defense measures and golden parachutes. In the US, companies started to diminish golden parachutes as a result of the proposal of activist shareholders. In many European countries, however, there are still enough loopholes to avoid foregone shareholder voting. A contrary trend is to be seen in the US, where poison pills are diminished on a fast pace. In addition, shareholders vote increasingly in favor of declassified boards. Golden parachutes are still prevalent, but not
Download or read book Optionality Arrangements and Reciprocity in the European Takeover Directive written by Matteo Gatti and published by . This book was released on 2015 with total page 27 pages. Available in PDF, EPUB and Kindle. Book excerpt: Because of the failure of harmonizing the regime of takeover defenses, the European Directive on Takeover Bids (DTB) has created broad dissatisfaction. In fact, two key features of the DTB, the board neutrality rule and the break-through rule (BTR), are not mandatory, but can be opted out by Member States. Since both rules were considered chief devices for increasing takeover activity, as they aim to neutralize the most significant anti-takeover defenses, the fact that their adoption will rely upon local choices by national legislators puts into serious question whether the ultimate outcome of the DTB will be that of promoting a vibrant and efficient pan-European market for corporate control. Optionality is not alone in thwarting harmonization in the field of takeover defenses, as the European legislator has also introduced a reciprocity feature, according to which Member States can decide whether to relax the prohibitions and restrictions arising out of the board neutrality rule and/or the BTR in the event a bid is made by a company which is not subject to the same prohibitions and restrictions.Although the DTB failed the goal of promoting a strong takeover market by limiting the availability of defensive tactics, both the optionality and the reciprocity features will represent an intriguing test of how Member States will address the underlying policy choices and, where they chose to opt out of the board neutrality rule and/or the BTR, of how companies will react to the possibility of deciding to opt into the pro-takeover EU default regime. The paper argues that optionality: (i) may very well be a sound approach with regards to the BTR, as its beneficial impact is still highly debated, and (ii) represents an acceptable compromise for the gradual implementation of the board neutrality rule. Quite plausibly, at this stage, an abrupt introduction of a mandatory board neutrality rule would have generated, at least in some Member States, a backlash in both national politics and corporate practice. The paper also stresses that reciprocity does not represent a sound policy to govern the regime of takeover defenses.
Download or read book Emerging trends and developments of country specific defense strategies against hostile takeovers written by Jan Steinbächer and published by GRIN Verlag. This book was released on 2007-08-11 with total page 89 pages. Available in PDF, EPUB and Kindle. Book excerpt: Bachelor Thesis from the year 2007 in the subject Business economics - Miscellaneous, grade: 94,0 %, International University of Monaco, language: English, abstract: Objective of this thesis was to identify the trends and developments of country-specific defense strategies against hostile takeovers and their determinants. Thus, it was necessary to analyze which possibilities of corporate defense would actually be feasible in certain countries. Defense strategies were subdivided into preventive and ad-hoc strategies. National characteristics and differentiators were shown and analyzed regarding their suitability as a defense measure. Especially in France and Germany the big influential players have been in a process of change: banks and governments are pursuing different investment strategies and companies loose their “systematic protection”. The example of Germany illustrates that companies are looking for protective alternatives as old structures like the Rhenish capitalism are breaking up. The growth of M&A activities, especially of hostile takeovers, has affected national legislation to tighten their regulations; France has lifted barriers regarding takeovers (both friendly and hostile) regarding 11 specific industries at the time being. This example illustrates the increasingly protectionist behavior in Europe on a governmental level. Corporate Governance generally takes shareholders more and more into consideration regarding the vote on the adoption of defense measures and golden parachutes. In the US, companies started to diminish golden parachutes as a result of the proposal of activist shareholders. In many European countries, however, there are still enough loopholes to avoid foregone shareholder voting. A contrary trend is to be seen in the US, where poison pills are diminished on a fast pace. In addition, shareholders vote increasingly in favor of declassified boards. Golden parachutes are still prevalent, but not for defense reasons. It was found that their effect is hardly predictable. Shareholders sharply criticize their adoption and increasingly vote against them. A change in Japan’s legislation allows hostile takeovers since May 2007. Consequently, Japanese companies are about to set up poison pills to protect themselves.
Download or read book Adopted EU Directive on Takeover Bids The Target Company Management s Position Defensive Measures and Insider Dealing written by Ljiljana Maurović and published by . This book was released on 2013 with total page 13 pages. Available in PDF, EPUB and Kindle. Book excerpt: The defense industry is unlike other industries due to the nature of its products and given the significance of the defense industry for national security. Since the end of the Cold War, the European defense industry has undergone a huge transformation. Decline in demand for military equipment and growing research and development costs for major weapons systems have strengthened economic pressure to concentrate arms-production activities in Europe. Co-operation in the European defense industry sector has taken different forms, shapes and magnitudes. Reconstruction of the European defense industry through mergers, acquisitions and joint-ventures is being shaped by strong market. There is a growing tendency towards greater co-operation and collaboration at the European level (regionalization) in order to create a competitive European defense industry, capable to compete, cooperate and integrate on equal terms with stronger and more productive American arms-producing companies. A combination of liberalism and mercantilism focuses on competition and the need to maintain considerable European capacity and autonomy in the field of armaments production. Such a balance would not only encourage a greater degree of transatlantic competition but also transatlantic co-operation.
Download or read book Takeover Defense Mechanisms written by Elena Sabinina and published by . This book was released on 2004 with total page 152 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Hostile Takeovers and Defensive Mechanisms in the United Kingdom and the United States written by Alexandros L. Seretakis and published by . This book was released on 2013 with total page 35 pages. Available in PDF, EPUB and Kindle. Book excerpt: The United States and the United Kingdom are two countries sharing the same belief in the free market economy. Both countries are characterized by the separation of ownership and control and hostile takeovers are an important mechanism for constraining managerial excesses. However, the regulation of takeovers and defensive mechanisms is strikingly different. While Delaware jurisprudence has entrusted the board with the power to block hostile bids subject to an enhanced judicial standard, the United Kingdom has been a pioneer in adopting and promoting across Europe an absolute ban on takeover defenses. The public outrage provoked by the recent Kraft-Cadbury debacle has increased calls for stricter regulation of hostile takeovers. In light of the growing skepticism against the City Code's lenient approach to hostile takeovers, a question naturally arises. Should the United Kingdom abandon its restrictive approach towards takeover defenses and adopt the laxer and more lenient U.S. model? The answer should be negative, as the implementation of a U.S.-style regime, under which directors' defensive actions are scrutinized by the courts, would result in the U.K. market losing its major advantages. The speed, flexibility and certainty offered by the current regime would dissipate, should the authority in regulating defensive tactics be given to the courts. The genius of the U.K. regime lies in its ability to achieve the best results at a minimum cost. It manages to promote certainty, a vibrant takeover market and the accountability of directors, while eliminating the costs generated by litigation. In addition, the costs imposed by Rule 21 of the Takeover Code are either insignificant or associated with a wider debate outside the takeover field.
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 2008-11-27 with total page 490 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 Reforming Company and Takeover Law in Europe written by Guido Ferrarini and published by . This book was released on 2004 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book examines reforms in company and takeover law, crucial to modern business and economics. Reform activity is underway in the UK, Germany, France, Italy, and most other member States of the European Union. In addition, the EU is developing its own rules and reform plans. The European13th directive was enacted in December 2003- this requires modifications of member State takeover law. The European Commission has outlined the company law action plan which will lead to important directives from 2004 to 2010. This book is the first to deal comprehensively with both the 13thdirective and the EU company law action plan, providing commentary on the action plan, and critically assessing what the future may hold. The takeover law provisions in the 13th directive, including the 'break-through' rule and the controversial level playing field for takeover activities amongstEuropean member states and between them and the United States are examined.The contributions also address a wide range of topical issues including corporate disclosure, board structure, the role of non-executive and supervisory directors, remuneration of directors, responsibility of the management and the board, personal liability of board members, auditors, and conflictsof interest.The company law action plan and the two reports of the High Level Group of Company Law Experts upon which the plan was based are reproduced in full in a useful annex.
Download or read book Another Pill to Swallow written by Elena Demidova and published by LAP Lambert Academic Publishing. This book was released on 2011-08 with total page 64 pages. Available in PDF, EPUB and Kindle. Book excerpt: In light of the recent boom of hostile takeovers in Russia, a reform of takeover regulation in G8 member requires special attention. The book sheds light upon the development of market for corporate control in Russia. It leads us through the most recent developments in Russian corporate legislation, revealing answers on such questions as: why hostile takeovers in Russia differ from hostile takeovers in European countries and what was the impetus for reform of takeover regulation in Russia. It shows how the mechanism of anti-takeover defenses can remedy current problem on the Russian market for corporate control and concludes with recommendations to Russian managers on application of different defenses. This book is the first attempt to scrutinize anti-takeover defenses deployed in Russia from both a legal and an economic perspective. It discusses applicability of European takeover regulation to Russian corporate law, anticipates possible difficulties in this process and explains why Russia switched from initial borrowing of the US corporate legislation to the regulation of the EU. The author provides insight into specifics of Russian business culture throughout the whole research.
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 The European Takeover Directive written by Celia Taylor and published by . This book was released on 2012 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: Although the corporate laws of the United States and the European Union have converged in recent decades, their respective laws regulating takeovers remain quite dissimilar. Under US law, directors have almost unfettered power in the takeover context and can implement powerful defenses to deter bidders. The broad grant of authority to US directors is diametrically opposite to the approach taken by the Takeover Directive due to the inclusion of, among other provision, the board neutrality rule. The difference in approach towards takeover regulation reflects philosophical differences about how to regulate the market for corporate control and how to define the interest of the company, and may have implications for the role of corporations in sustainable development. This paper describes in broad overview the US approach toward takeover regulation highlighting differences in approach between US law and the Takeover Directive. It suggests that US law allows but does not require directors to define company interest expansively so as to support the goal of sustainable development.
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 European Security and Defense Policy written by Robert E. Hunter and published by Rand Corporation. This book was released on 2002-04-29 with total page 207 pages. Available in PDF, EPUB and Kindle. Book excerpt: The emergence of the European Security and Defense Policy (ESDP) in the last two-thirds of the 1990s and continuing into the new century, has been a complex process intertwining politics, economics, national cultures, and numerous institutions. This book provides an essential background for understanding how security issues as between NATO and the European Union are being posed for the early part of the 21st century, including the new circumstances following the terrorist attacks in New York and Washington on September 11, 2001. This study should be of interest to those interested in the evolution of U.S.-European relations, especially in, but not limited to, the security field; the development of institutional relationships; and key choices that lie ahead in regard to these critical arrangements.
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 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.
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.
