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.
For many Americans, capitalism is a dynamic engine of prosperity that rewards the bold, the daring, and the hardworking. But to many outside the United States, capitalism seems like an initiative that serves only to concentrate power and wealth in the hands of a few hereditary oligarchies. As A History of Corporate Governance around the World shows, neither conception is wrong. In this volume, some of the brightest minds in the field of economics present new empirical research that suggests that each side of the debate has something to offer the other. Free enterprise and well-developed financial systems are proven to produce growth in those countries that have them. But research also suggests that in some other capitalist countries, arrangements truly do concentrate corporate ownership in the hands of a few wealthy families. A History of Corporate Governance around the World provides historical studies of the patterns of corporate governance in several countries-including the large industrial economies of Canada, France, Germany, Italy, Japan, the United Kingdom, and the United States; larger developing economies like China and India; and alternative models like those of the Netherlands and Sweden.
An overview of, and commentary on, negotiating acquisitions in Germany. Tax planning, labour law implications, East German law and intellectual property are all covered
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 highly experienced partners in the leading international law firm Freshfields Bruckhaus Deringer Rechtsanwälte Steuerberater PartG mbB provides a concise, practical analysis of current law and practice relating to mergers and acquisitions of public and private companies in Germany. 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 Germany. 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.
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.
This book highlights research-based case studies in order to analyze the wealth created in the world’s largest mergers and acquisitions (M&A). This book encourages cross fertilization in theory building and applied research by examining the links between M&A and wealth creation. Each chapter covers a specific case and offers a focused clinical examination of the entire lifecycle of M&A for each mega deal, exploring all aspects of the process. The success of M&A are analyzed through two main research approaches: event studies and financial performance analyses. The event studies examine the abnormal returns to the shareholders in the period surrounding the merger announcement. The financial performance studies examine the reported financial results of acquirers before and after the acquisition to see whether financial performance has improved after merger. The relation between method of payment, premium paid and stock returns are examined. The chapters also discuss synergies of the deal-cost and revenue synergies. Mergers and acquisitions represent a major force in modern financial and economic environment. Whether in times of boom or bust, M&As have emerged as a compelling strategy for growth. The biggest companies of modern day have all taken form through a series of restructuring activities like multiple mergers. Acquisitions continue to remain as the quickest route companies take to operate in new markets and to add new capabilities and resources. The cases covered in this book highlights high profile M&As and focuses on the wealth creation for shareholders of acquirer and target firms as a financial assessment of the merger’s success. The book should be useful for finance professionals, corporate planners, strategists, and managers.