Download or read book Can States Stop Corporate Takeovers written by Sharon Pamepinto and published by . This book was released on 1987 with total page 598 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book State Competence to Regulate Corporate Takeovers written by Alan E. Garfield and published by . This book was released on 2010 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: This Article reveals two very different lessons about state competence to regulate corporate takeovers. The first lesson is that some states are enacting anti-takeover legislation for the protectionist purpose of sheltering large local employers. The Article contends that the appropriate response to this legislation is for courts to invalidate it under the Commerce Clause. The second lesson is that some states, most notably Delaware, are enacting anti-takeover legislation to protect a state's corporate chartering industry. In this instance, federal preemptive intervention is necessary to ensure that state law does not unduly favor management interests at shareholder expense.
Download or read book Corporate Takeovers written by United States. Congress. Senate. Committee on the Judiciary. Subcommittee on Antitrust, Monopolies, and Business Rights and published by . This book was released on 1987 with total page 164 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Mergers and Acquisitions written by BNA PLUS (Firm) and published by . This book was released on 1987 with total page pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Corporate Takeovers written by Dan McCorquodale and published by . This book was released on 1988 with total page 16 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Regulating Hostile Corporate Takeovers written by United States. Congress. Senate. Committee on Banking, Housing, and Urban Affairs and published by . This book was released on 1987 with total page 545 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Additional Consumer Protection in Corporate Takeovers and Increasing the Securities Act Exemptions for Small Businessmen written by United States. Congress. Senate. Committee on Banking and Currency. Subcommittee on Securities and published by . This book was released on 1970 with total page 162 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Corporate Takeovers written by United States. Congress. House. Committee on the Judiciary. Subcommittee on Monopolies and Commercial Law and published by . This book was released on 1982 with total page 224 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Regulating Hostile Corporate Takeovers written by United States. Congress. Senate. Committee on Banking, Housing, and Urban Affairs and published by . This book was released on 1987 with total page 556 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Strenghening the State s Response to Corporate Takeovers written by Committee on Corporate Takeovers and published by . This book was released on 1991 with total page pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Public Policy Toward Corporate Takeovers written by Murray L. Weidenbaum and published by Transaction Publishers. This book was released on with total page 200 pages. Available in PDF, EPUB and Kindle. Book excerpt: This volume examines critical issues in the debate over the effects' of the current wave of corporate takeovers. Media accounts are often sensational, but proposed public policy remedies need to be evaluated on the basis of more than simple rhetoric. The studies contained in this collection provide solid economic grounding for the debate. Public Policy Toward Corporate Takeovers is the result of extensive research sponsored by the Center for the Study of American Business and directed by Murray Weidenbaum; it examines key aspects of takeovers: the evolving regulatory role of the Antitrust Division, state versus federal authority over offensive and defensive takeover maneuvers, whether leveraged buyouts improve the firm's economic performance, and the validity of assertions about "entrenched" managements. The book also includes the views of the most publicized corporate raider, T. Boone Pickens. Balancing Pickens' highly favorable view of the value of hostile takeovers as a disciplining factor for subpar management performance is a chapter by David Ravenscraft of the Federal Trade Commission, who takes a long-term viewpoint and argues that the popular belief that takeovers create substantial efficiencies has not been borne out by the record. The overall findings do not fully support either side of the takeover controversy. The book presents both legal and economic perspectives, and suggests strategies for government policymakers as well as leaders of private enterprise.
Download or read book Investor Protection in Corporate Takeovers 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 1970 with total page 80 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Corporate Takeovers the Commerce Clause and the Efficient Anonymity of Shareholders written by J. Gregory Sidak and published by . This book was released on 2009 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: Antitakeover laws reduce the possibility of competition in the market for corporate control and thereby deny shareholders a significant opportunity to lower the cost of specifying and monitoring managerial performance. However, state legislatures evidently think that antitakeover laws generate benefits or else they would not enact them, as Indiana did in 1986. Empirical evidence suggests that Indiana's law - and laws patterned after it - would harm certain parties. By impeding the market for control of Indiana corporations, Indiana's antitakeover statute would be expected to reduce the wealth of shareholders of Indiana corporations. This diminution in wealth occurs because a corporation's shares are more valuable when the possibility exists that a rival team of managers might take control and manage the corporation's assets more profitably. Although Indiana is free to subsidize one in-state constituency at the expense of another, it is not free to effect the subsidy at the expense of out-of-state parties. The Supreme Court has long interpreted the ᑽormantň or Ňnegativeň commerce clause of the Constitution to limit a state's power to regulate or impede interstate commerce. In Pike v. Bruce Church, the Court expressed this inferred limitation on interstate exploitation in terms of an explicit cost-benefit balancing test: ŇWhere the statute regulates evenhandedly to effectuate a legitimate local public interest, and its effects on interstate commerce are only incidental, it will be upheld unless the burden imposed on such commerce is clearly excessive in relation to the putative local benefits.ň The doctrine of the dormant commerce clause is necessary in a federal system of representative government. State regulations sometimes harm other jurisdictions. For some of these externalities the causal link between state action and extrajurisdictional harm is subtle, either because the victims are diffuse and physically distant from the source of the harm or because the harm is first transmitted into a common pool, such as an organized market or exchange. Externalities from state antitakeover statutes are particularly troublesome in this respect. In 1982, the Supreme Court held in Edgar v. MITE Corp. that an Illinois statute that directly regulated corporate takeovers violated the dormant commerce clause. Some states subsequently enacted Ňsecond generationň antitakeover statutes, which purport to regulate only a corporation's structure and the rights of its shareholders - both traditional issues of state law. When one of these statutes was challenged, the Court reversed course, holding in 1987 in CTS Corp. v. Dynamics Corp. of America that Indiana's second generation antitakeover statute did not violate the dormant commerce clause. Although the CTS majority never explicitly said that it was using the Pike test to balance out-of-state costs against in-state benefits, it nevertheless concluded that, Ňto the limited extent that the Act affects interstate commerce, this is justified by the State's interests in defining the attributes of shares in its corporations and in protecting shareholders.ň Much scholarly criticism of CTS has focused on Justice Scalia's argument in his concurrence that the Court should not even undertake the balancing analysis articulated in Pike. Our focus is different. We do not dispute the Court's selection of constitutional doctrine; rather, we dispute the credibility of its application of that doctrine to Indiana's antitakeover legislation. We examine the costs and benefits of the Indiana antitakeover statute and conclude that a neutral application of the Pike test in CTS should have produced a very different result as a matter of constitutional law. Furthermore, we believe that our study demonstrates that Pike balancing is empirically possible in corporate control cases, even if it is used only prescriptively as the justification for a simpler formulation of the applicable legal rule. In Part I we theorize that the anonymity of shareholders, which second generation antitakeover statutes like Indiana's diminish, is an efficient attribute of the corporate form that increases shareholder wealth by enhancing liquidity and thereby facilitating corporate control transactions. In Part II we test empirically whether Indiana's antitakeover statute increased or decreased the wealth of shareholders of Indiana corporations. We find that the statute cost those shareholders $2.41 billion in market value, which is about 6% of a portfolio that would have been worth $43.11 billion without the statute. Because only a small percentage of the shareholders of Indiana corporations resides in Indiana, almost all of this loss befell shareholders residing in other states, creating an interstate externality of vast proportions. In Part III we argue that it is highly unlikely as an empirical matter that the local benefits of the Indiana statute ᑼlearlyň exceeded the costs imposed on nonresidents, as Pike supposedly requires. Thus, if Pike is still valid precedent (despite being neglected by the majority in CTS and repudiated by Justice Scalia in his concurrence), our empirical evidence supports the conclusion that, as a matter of constitutional law, CTS was wrong in holding that Indiana's statute does not violate the dormant commerce clause. This result raises new doubt about the constitutionality of other antitakeover statutes.
Download or read book Impact of Corporate Takeovers written by United States. Congress. Senate. Committee on Banking, Housing, and Urban Affairs. Subcommittee on Securities and published by . This book was released on 1985 with total page 1310 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Captive State written by George Monbiot and published by Pan Macmillan. This book was released on 2001 with total page 452 pages. Available in PDF, EPUB and Kindle. Book excerpt: Monbiot documents the end of representative government in Britain. The state is no longer the initiator of policy but an increasingly helpless bystander. As institutional corruption strikes at the heart of public life, in a contest between the desires of big business and the needs of the electorate, the electorate loses out every time.
Download or read book Corporate Takeover Law and Management Discipline written by Francis A Okanigbuan Jnr and published by Routledge. This book was released on 2019-12-06 with total page 215 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book examines the effectiveness of corporate takeovers. The dominant ideologies of corporate takeovers include synergistic gains and its managerial disciplinary role. These dominant themes are being undermined by the challenges of costly acquisitions. The UK Takeover Code is a regulatory response to the role of managers of target companies only. Also, the regulatory framework for takeovers in the United States is largely focused on target companies. The book demonstrates that managements can influence the role of takeovers, thereby undermining its synergistic and disciplinary values. Presenting an identification and evaluation of the limits of current regulatory and judicial control over the role of management during takeovers in the UK and the US -Delaware, it will identify the relevance of institutional control as an effective mechanism for addressing the challenges of managerial influence over takeover functions. It will also identify how the role of managements can be addressed with the complementary benefit to shareholder and employee interests; thereby challenging the shareholder/ stakeholder primacy debate in corporate law, particularly in relation to takeovers. This book will be essential reading for scholars and students interested in the market for corporate control, corporate law and company law.
Download or read book Federal Preemption of State Corporate Takeover Legislation written by Jon Felde and published by . This book was released on 1987 with total page 20 pages. Available in PDF, EPUB and Kindle. Book excerpt:
