The Takeover of Public Companies as a Mode of Exercising EU Treaty Freedoms
The Takeover of Public Companies as a Mode of Exercising EU Treaty Freedoms

Author: Maciej Mataczynski

Publisher: Peter Lang D

Published: 2017

Total Pages: 199

ISBN-13: 9783631670996

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This book provides a comprehensive review of major legal problems affecting the processes of takeover of publicly listed companies with particular emphasis on EU, Polish and German law. Acquisitions are seen through the lens of two relevant EU Treaty freedoms: free movement of capital and freedom of establishment and the 13th (Takeover) Directive. The Book contains an in-depth review of the relevant case law of the Court of Justice. The authors discuss the limits of inclusion into shareholders' autonomy by transnational rules. They also look at breakthrough and neutrality rules stemming from the Takeover Directive. The extensive economic analysis serves as background to a legal-dogmatic research. The authors discuss the phenomenon of so-called national champions and its role in economies and societies of emerging markets.

A Legal and Economic Assessment of European Takeover Regulation
A Legal and Economic Assessment of European Takeover Regulation

Author: Christophe Clerc

Publisher:

Published: 2012

Total Pages: 0

ISBN-13: 9789461382344

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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.

Corporate Takeovers Through Public Markets - General and National Reports:XIV Congress of the International Academy of Comparative Law, Athens, August, 1994
Corporate Takeovers Through Public Markets - General and National Reports:XIV Congress of the International Academy of Comparative Law, Athens, August, 1994

Author: Phaedon Kozyris

Publisher: Springer

Published: 1996

Total Pages: 436

ISBN-13:

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This important new volume contains the National Reports and the General Report on the topic of Corporate Takeovers through the Public Markets , as presented at the XIVth Congress of the International Academy of Comparative Law held in Athens, Greece, between 31 July and 6 August 1994. The main aim of the report is to study public market transactions, with particular emphasis on policy. It presents an up-to-date compilation and examination of the key issues relating to corporate takeovers worldwide and provides invaluable information and policy analysis for the scholar as well as for the legislator and the legal practitioner. The detailed national reports cover the following countries: Argentina, Australia, Canada, Finland, France, Germany, Greece, Israel, Italy, Japan, Sweden, United Kingdom, United States of America, Venezuela and Yugoslavia.

Corporate Takeover Targets
Corporate Takeover Targets

Author: Hicham Meghouar

Publisher: John Wiley & Sons

Published: 2016-03-31

Total Pages: 243

ISBN-13: 1119292247

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The term "takeover", of which the first form is mergers and acquisitions (M&A), refers to the transfer of control of a business from one group of shareholders to another. Considering the importance of this issue and the real drives behind takeovers, it has become imperative to identifying companies that are vulnerable to takeover by two types: tender offer and exchange offer. This book thus presents the legal aspects, the theoretical justifications and the empirical contributions of takeovers, and analyzes the economic and financial characteristics of targets in order to assess the probability of being acquired. An empirical approach based on two quantitative studies is then applied to the European market, which is still virgin territory in terms of academic research. Finally, acquisition probability models have been developed and they have a 72% forecast accuracy average rate of targets. Corporate Takeover Targets is aimed at students and researchers in economic and management, as well as M&A consultants.

EU Law and the Harmonization of Takeovers in the Internal Market
EU Law and the Harmonization of Takeovers in the Internal Market

Author: Thomas Papadopoulos

Publisher: Kluwer Law International B.V.

Published: 2010-01-01

Total Pages: 282

ISBN-13: 9041133402

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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.

SEC Docket
SEC Docket

Author: United States. Securities and Exchange Commission

Publisher:

Published: 1991

Total Pages: 912

ISBN-13:

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Corporate Governance
Corporate Governance

Author: Saleem Sheikh

Publisher: Cavendish Publishing

Published: 2002-03-20

Total Pages: 471

ISBN-13: 1843142619

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This book critically considers the relationship between directors, shareholders and auditors in the corporate governance system. Traditionally, company law has been primarily based on this tripartite relationship. This book comprises a series of contributions from authors who argue that there are wider interests which British company law has largely ignored. These include the interests of creditors, employees, consumers, suppliers and the general public. The concept of corporate governance is examined with comparative references to the USA and Canada. Particular reference is made to the Cadbury Committee and its implications for future company law reform. The ethical and sociological dimensions of corporate governance is also fully discussed

Corporate Acquisitions And Mergers in the European Union
Corporate Acquisitions And Mergers in the European Union

Author: Riccardo Celli

Publisher: Kluwer Law International B.V.

Published: 2024-04-17

Total Pages: 252

ISBN-13: 940352068X

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Derived from Kluwer’s multi-volume Corporate Acquisitions and Mergers, the largest and most detailed database of M&A know-how available anywhere in the world, this work by a highly experienced team from the leading international law firm O’Melveny & Myers LLP provides a concise, practical analysis of current law and practice relating to mergers and acquisitions of public and private companies in the European Union. The book offers a clear explanation of each step in the acquisition process from the perspectives of both the purchaser and the seller. Key areas covered include: structuring the transaction; due diligence; contractual protection; consideration; and the impact of applicable company, competition, tax, intellectual property, environmental and data protection law on the acquisition process. Corporate Acquisitions and Mergers is an invaluable guide for both legal practitioners and business executives seeking a comprehensive yet practical analysis of mergers and acquisitions in the European Union. Equivalent analyses of M&A law and practice in some 50 other jurisdictions, all contributed by leading law firms, are accessible on-line at www.kluwerlawonline.com under Corporate Acquisitions and Mergers.