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Takeovers And The European Legal Framework

Author: Jonathan Mukwiri
Publisher: Routledge
ISBN: 1134007809
Size: 47.75 MB
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Since the implementation of the European Directive on Takeover Bids, a European common legal framework governs regulation of takeovers in EU Members States. The European Directive on Takeover Bids was adopted in April 2004, and implemented in the UK and in other Member States on 20th May 2006. The Directive seeks to regulate takeovers by way of protecting investors, and harmonising takeover laws in Europe. In facilitating the restructuring of companies through takeovers, the Directive aims at reinforcing the free movement of capital. Takeovers and the European Legal Framework studies the European Community Directive on Takeover Bids, in order to provide greater understanding of both the impact and effect of the European legal framework of takeover regulation. It firstly looks at the Directive from a British perspective, focusing on the impact of the transposition of the Takeover Directive into the UK. The book examines the provisions of the City Code on Takeovers and Mergers, and discusses the takeover provisions in the Companies Act 2006 that implement the Takeover Directive in the UK, arguing that the Directive will provide a new basis for UK takeover regulation, and that the system will work well. Jonathan Mukwiri goes on to consider the Directive in relation to the EU, arguing that despite its deficiencies, in that Member States are free to opt to restrict takeovers, the Directive provides a useful legal framework by which takeovers are regulated in different jurisdictions. Mukwiri highlights how the freedoms of the EC Treaty and EU Directives interact, and the effects of the Takeover Directive on political considerations in the law-making process in European Community. Moreover, he argues that the future of EU takeover regulation is likely to follow the lead of the UK, making this book relevant to a wide range of policy makers and academics across Europe.

Eu Law And The Harmonization Of Takeovers In The Internal Market

Author: Thomas Papadopoulos
Publisher: Kluwer Law International B.V.
ISBN: 9041133402
Size: 49.91 MB
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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.

Comparative Takeover Regulation

Author: Umakanth Varottil
Publisher: Cambridge University Press
ISBN: 1108170978
Size: 57.10 MB
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While Western economies generally display dispersed shareholding in listed companies, Asian economies commonly have concentrated shareholding also in publicly listed companies. The principal analysis in Comparative Takeover Regulation relates to the role of takeover regulation in different economies. In the Asian context, the nature of takeover regulation may necessitate a different approach, with greater emphasis on the mandatory bids and disclosure of substantial shareholding. The likelihood of hostile takeovers will be minimal. It is these differences among various jurisdictions that strike at the heart of Varottil and Wan's new work. 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, Comparative Takeover Regulation provides students and scholars with brand new analysis of this increasingly important field of study.

The Law And Economics Of Takeovers

Author: Athanasios Kouloridas
Publisher: Bloomsbury Publishing
ISBN: 1847314295
Size: 22.72 MB
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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.

Towards A Sustainable European Company Law

Author: Beate Sjåfjell
Publisher: Kluwer Law International B.V.
ISBN: 9041127682
Size: 42.43 MB
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No one doubts any longer that sustainable development is a normative imperative. Yet there is unmistakably a great reluctance to acknowledge any legal basis upon which companies are obliged to forgo 'shareholder value' when such a policy clearly dilutes responsibility for company action in the face of continuing environmental degradation. Here is a book that boldly says: 'Shareholder primacy' is wrong. Such a narrow, short-term focus, the author shows, works against the achievement of the overarching societal goals of European law itself. The core role of EU company and securities law is to promote economic development, notably through the facilitation of market integration, while its contributory role is to further sustainable development through facilitation of the integration of economic and social development and environmental protection. There is a clear legal basis in European law to overturn the poorly substantiated theory of a 'market for corporate control' as a theoretical and ideological basis when enacting company law. With rigorous and persuasive research and analysis, this book demonstrates that: European companies should have legal obligations beyond the maximization of profit for shareholders; human and environmental interests may and should be engaged with in the realm of company law; and company law has a crucial role in furthering sustainable development. As a test case, the author offers an in-depth analysis of the Takeover Directive, showing that it neither promotes economic development nor furthers the integration of the economic, social and environmental interests that the principle of sustainable development requires. This book goes to the very core of the ongoing debate on the function and future of European company law. Surprisingly, it does not make an argument in favour of changing EU law, but shows that we can take a great leap forward from where we are. For this powerful insight - and the innumerable recognitions that support it - this book is a timely and exciting new resource for lawyers and academics in 'both camps' those on the activist side of the issue, and those with company or official policymaking responsibilities.

A Legal And Economic Assessment Of European Takeover Regulation

Author: Christophe Clerc
Publisher: Ctr for European Policy Studies
ISBN: 9789461382344
Size: 22.99 MB
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"Takeovers are one-off events, altering control and strategy within an organisation. But the chances of becoming the target of a bid, even where remote, daily influence corporate decision-making. Takeover rules are therefore central to company law and the balance of power among managers, shareholders and stakeholders alike. This study analyses the corporate governance drivers underpinning takeover bid regulations and assesses the implementation of the EU Directive on takeover bids and compares it with the legal framework of nine other major jurisdictions, including the US. It finds that similar rules have different effects depending on company-level and country-level characteristics and considers the use of modular legislation and optional provisions to cater for them. This book is an abridged version, with additional policy suggestions, of the study prepared for the European Commission jointly by CEPS and the law firm Marccus Partners. The legal analysis in this book was conducted by Christophe Clerc, partner with the law firm Pinsent Masons and general manager of the Paris office and Fabrice Demarigny, Chairman of Marccus Partners and Head of Capital Market Activities within the Mazars group. The economic analysis was carried out by Diego Valiante, Research Fellow at CEPS and its in-house European Capital Markets Institute (ECMI) and by Mirzha de Manuel Aramendía, Researcher at ECMI and CEPS."--Publisher description.


Author: Meredith M. Brown
Publisher: Aspen Publishers Online
ISBN: 0735597642
Size: 22.79 MB
Format: PDF, Kindle
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Demystify the takeover process with the straightforward guidance found in Aspen Publishersand’ Takeovers: A Strategic Guide to Mergers and Acquisitions, the definitive desk reference to managing the legal, regulatory, and economic aspects of todayand’s increasingly complex corporate combinations, including cross-border acquisitions. Using the expert insights in this guide to the takeover process, you will swiftly master the nomenclature, tempo of deal-making and techniques for closing in all types of business combinations.Takeovers: A Strategic Guide to Mergers and Acquisitions gives you a practical understanding of the critical procedures, issues, and laws both bidder and target corporations must consider, including: How tender offers are regulated Proxy contests The Hart-Scott-Rodino Act Strategic litigation Federal regulation of a targetand’s responses to a takeover Poison pills State takeover legislation Deal protections Directorsand’ duties Going private This updated Third Edition of Takeovers: A Strategic Guide to Mergers and Acquisitions expands the entire book with coverage of such topics as: Recent trends in mergers and acquisitions The impact of Rule 14d-10 on tender offers and proposed SEC amendments clarifying the rule Developments in insider trading law Proposed amendments to the proxy rules allowing delivery of proxy materials via the Internet Stockholder proposals relating to poison pills and majority voting Changes in the Hart- Scott-Rodino rules Political considerations in cross-border Mandamp;A and increased attention to the role of CFIUS How the Foreign Corrupt Practices Act and the USA Patriot Act have affected Mandamp;A Developments in the standards of judicial review applicable to director actions Developments relating to deal protection Changes in federal tax rules affecting business combinations

European Capital Markets Law

Author: Rüdiger Veil
Publisher: Bloomsbury Publishing
ISBN: 1782256547
Size: 80.66 MB
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European capital markets law has developed rapidly in recent years. The former directives have been replaced by regulations and numerous implementing legal acts aimed at ensuring a level playing field across the EU. The financial crisis has given further impetus to the development of a European supervisory structure. This book systematises the European law and examines the underlying concepts from a broadly interdisciplinary perspective. National experiences in selected Member States – Austria, France, Germany, Italy, Spain, Sweden and the United Kingdom – are also explored. The first chapter deals with the foundations of capital markets law in Europe, the second explains the basics, and the third examines the regime on market abuse. Chapter four explores the disclosure system and chapter five the roles of intermediaries, such as financial analysts, rating agencies and proxy advisers. Short selling and high frequency trading is described in chapter six. Chapter seven deals with financial services and chapter eight explains compliance and corporate governance in investment firms. Chapter nine illustrates the regulation of benchmarks. Finally, chapter ten deals with public takeovers. Throughout the book emphasis is placed on legal practice, and frequent reference is made to the key decisions of supervisory authorities and courts.

Uk Merger Control

Author: A. Nigel Parr
Publisher: Sweet & Maxwell
ISBN: 9780421861008
Size: 35.78 MB
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This book provides a definitive statement of the law relating to UK merger control following the wide-ranging changes to the merger control system introduced by the Enterprise Act 2002. The powers of the Secretary of State for Trade & Industry have been transferred to the independent competition authorities and political decision-making has been mostly removed from the system. Both the Office of Fair Trading and the Competition Commission have fundamentally changed their procedures to reflect their new powers, and an appeal by way of judicial review now lies to the Competition Appeal Tribunal rather than to the High Court. their new powers and how the system works * An essential guide to obtaining clearance for a merger in the UK today * Includes coverage of the impact of the important IBA Health judgments * Analyses all OFT and Competition Commission guidance on procedures, substantive tests, and penalty provisions * Explains in layman's terms the theory and methodology of the economic assessment of mergers * Examines the relationship of the UK merger rules with the reformed EC Merger Regulation * Considers changes to judicial control of mergers, in particular the new role of review by the Competition Appeal Tribunal * Extensive appendices include a fully conformed copy of the Enterprise Act 2002 and summaries of MMC Competition Commission reports from 1986 to date

National Corporate Law In A Globalised Market

Author: David Milman
Publisher: Edward Elgar Publishing
ISBN: 1849802254
Size: 20.73 MB
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This is an ambitious, original, fascinating and eminently readable study of UK company law in its European and international context. As well as doctrinal company law (whether purely domestic or European), it touches on theory and other laws, especially insolvency, fiscal and private international law affecting the corporate form. It provides insights that will be of interest and use to academic company lawyers across the world and should be on the reading list for any postgraduate course on company law. John Birds, University of Manchester, UK In this book, David Milman explains the significant impact and effect of global trends on the regulation and implementation of UK corporate law, exposing both the historical and future advancement of the global convergence (and divergence) of corporate principles in jurisdictions across the world. The treatment of the subject area is unique, informative and a compelling read. The exposition of the subject matter is thought provoking. The book is comprehensively crafted, exhibiting the author s enviable ability to import detailed and complex issues into a most readable text. Stephen Griffin, University of Wolverhampton, UK In this timely book, David Milman considers how UK corporate law has been affected by the forces of globalisation, arguing that this is not a new development, but rather is part of an historical continuum. He examines corporate law regulatory strategy in general, treatment of foreign shareholders and multinational groups, aspects of private international law and issues connected with cross border insolvency. The substantive chapters cover a full range of issues, from the harmonisation of corporate law, and the common denominators in corporate law principles, to the regulation of overseas companies and foreign stakeholders and transnational cooperation. The book concludes with a consideration of the wider issue of convergence in corporate law and examines whether total convergence is a realistic possibility. National Corporate Law in a Globalised Market is set against the backdrop of the progressive implementation of the Companies Act 2006 and the turmoil of the current world financial crisis. With a scholarly review of current theoretical and policy issues in corporate law this book will be an invaluable resource tool for academics and advanced students as well as practitioners.