Takeover

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The Law And Economics Of Takeovers

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Author : Athanasios Kouloridas
language : en
Publisher: Bloomsbury Publishing
Release Date : 2008-05-19

The Law And Economics Of Takeovers written by Athanasios Kouloridas and has been published by Bloomsbury Publishing this book supported file pdf, txt, epub, kindle and other format this book has been release on 2008-05-19 with Law categories.

This book studies takeovers from the acquirer's perspective. More precisely the book focuses on the legal and regulatory treatment of the risks faced by the acquiring company shareholders in takeovers. The identified risks are categorised into two main groups: first, risks generated by managerial choices and second, regulatory or external risks. The analysis considers the legal context but also draws on the economic literature, seeking to map the area under consideration and to suggest measures to improve the present position from both a law and economics perspective. More specifically, the book examines various methods of protecting the acquiring shareholders against value-decreasing or self-interested acquisitions, such as the class transaction rules, fiduciary duties, the acquiring directors' responsibilities under the Takeover Code, the court scheme procedure, the role of institutional shareholders and reward strategies, and methods of making the acquiring directors more exposed to the discipline of the market. The effects of the choice of the medium of payment are also covered. In addition, it covers the Code's position with regard to auction situations and seeks to identify ways of addressing the acquiring shareholders' interests in auctions, including auctions where buyout teams or white Knights are involved. Moreover it identifies situations where deviations from horizontal equality rules, which increase takeover premia, are or should be recognised. To that effect the Code's rules on mandatory bids, the determination of the price and the form of payment offered, partial offers and squeeze outs are considered. In addition, it covers the Code's position with regards to auction situations and seeks to identify ways of addressing the acquiring shareholders' interests in auctions, including auctions where buyout teams or White Knights are involved. Moreover it identifies situations where deviations from horizontal equality rules, which increase takeover premia, are or should be recognised. To that effect the Code's rules on mandatory bids, the determination of the price and the form of payment offered, partial offers and squeeze outs are considered. The analysis covers both hostile and friendly situations. In relation to hostile takeovers, the legal and regulatory framework of toehold strategies is analysed (Code's requirements, Disclosure Rules and Companies Act disclosure requirements etc). Market Abuse issues in relation to stake building are also highlighted. In relation to friendly takeovers the operation of lock-up agreements and break fees (Code's requirements, fiduciary law, financial assistance and other contract law concerns), is also explored. Finally, the Panel's position on adverse changes, pre-conditions and conditions which the offer can be subject to and the bidder's exposure to Material Adverse Change risk are assessed. The book discusses developments in the area under consideration including the Takeover Code regime after the implementation of the Takeover Directive and the Companies Act 2006.

Comparative Takeover Regulation

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Author : Umakanth Varottil
language : en
Publisher: Cambridge University Press
Release Date : 2017-10-26

Comparative Takeover Regulation written by Umakanth Varottil and has been published by Cambridge University Press this book supported file pdf, txt, epub, kindle and other format this book has been release on 2017-10-26 with Business & Economics categories.

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.

State Takeover Regulation Today

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Author :
language : en
Publisher:
Release Date : 1988

State Takeover Regulation Today written by and has been published by this book supported file pdf, txt, epub, kindle and other format this book has been release on 1988 with Consolidation and merger of corporations categories.

Hostile Takeovers The Use Of Attack And Defence Strategies

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Author : Panagiotis Papadopoulos
language : en
Publisher: GRIN Verlag
Release Date : 2011-11

Hostile Takeovers The Use Of Attack And Defence Strategies written by Panagiotis Papadopoulos and has been published by GRIN Verlag this book supported file pdf, txt, epub, kindle and other format this book has been release on 2011-11 with Business & Economics categories.

Doctoral Thesis / Dissertation from the year 2011 in the subject Business economics - Accounting and Taxes, grade: 70, University of Westminster (Westminster Business School), course: MSc Finance and Accounting - Master Dissertation, language: English, abstract: The attack and defence strategies are of critical importance for the situation of a takeover-bid from the view of the target company or the investor (raider). They can be crucial factor whether the acquisition is successful or not. Several strategies are discussed and are evidenced on the basis of practical examples. Of special importance is the development of the bid premia during the takeover process and the impact to the shareholders wealth. It can be observed that through decades and several takeover waves in the 20th century specific defence strategies pointed out as favourites in use for target managers. This project reviews the motivations for hostile takeovers, structures the random literature in this field, discusses the effects and impacts of popular attacks and defences and showcases several high-profile takeover bids.

State Takeover Laws

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Author :
language : en
Publisher:
Release Date : 1999

State Takeover Laws written by and has been published by this book supported file pdf, txt, epub, kindle and other format this book has been release on 1999 with Consolidation and merger of corporations categories.

Takeover Law In The Uk The Eu And China

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Author : Joseph Lee
language : en
Publisher: Springer Nature
Release Date : 2021-05-20

Takeover Law In The Uk The Eu And China written by Joseph Lee and has been published by Springer Nature this book supported file pdf, txt, epub, kindle and other format this book has been release on 2021-05-20 with Law categories.

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.

The Takeover Dialogues

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Author : Edmund J. Kelly
language : en
Publisher: iUniverse
Release Date : 2001-01-28

The Takeover Dialogues written by Edmund J. Kelly and has been published by iUniverse this book supported file pdf, txt, epub, kindle and other format this book has been release on 2001-01-28 with Business & Economics categories.

A longtime critic of hostile cash takeovers of large corporations, Edmund Kelly believed that if the organized insincerity of advisors and corporate control entrepreneurs in the tight knit takeover community was told, this alone would contribute to a decline in the acceptance of the hostile bid as an acquisition method. Copies of The Takeover Dialogues were purchased primarily in 1988 by investment and commercial banking and corporate law firms, executives and business libraries. Prominent uninvited cash takeover bids averaged 17 a year for the period 1985 - 1988. There were 6 in 1989 and 2 in 1990. For the years 1991 -1999 they averaged 1.2 a year. In these carefully reasoned dialogues, Edmund Kelly also examines the impact of corporate raids on the business community and society. Kelly believes the ideal corporation translates capital and human energy into a community service institution that is ultimately greater than the sum of its parts. This book raises important questions of public policy about issues affecting the institutions upon which we all depend for our continued prosperity. It is important reading for anyone concerned about the future of corporate business in a capitalistic society.

Common Legal Framework For Takeover Bids In Europe Volume 2

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Author : Dirk Van Gerven
language : en
Publisher: Cambridge University Press
Release Date : 2010-01-28

Common Legal Framework For Takeover Bids In Europe Volume 2 written by Dirk Van Gerven and has been published by Cambridge University Press this book supported file pdf, txt, epub, kindle and other format this book has been release on 2010-01-28 with Law categories.

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.

Corporate Takeovers

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Author : Alan J. Auerbach
language : en
Publisher: University of Chicago Press
Release Date : 2013-12-30

Corporate Takeovers written by Alan J. Auerbach and has been published by University of Chicago Press this book supported file pdf, txt, epub, kindle and other format this book has been release on 2013-12-30 with Business & Economics categories.

The takeover boom that began in the mid-1980s has exhibited many phenomena not previously observed, such as hostile takeovers and takeover defenses, a widespread use of cash as a means of payment for targeted firms, and the acquisitions of companies ranking among the largest in the country. With the aim of more fully understanding the implications of such occurances, contributors to this volume consider a broad range of issues as they analyze mergers and acquisitions and study the takeoveer process itself.

The Takeover Code

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Author :
language : en
Publisher:
Release Date : 2009

The Takeover Code written by and has been published by this book supported file pdf, txt, epub, kindle and other format this book has been release on 2009 with Consolidation and merger of corporations categories.