Takeovers in English and German Law

Takeovers in English and German Law
Author: Jennifer Payne
Publisher: Hart Publishing
Total Pages: 194
Release: 2002-11-06
Genre: Law
ISBN: 184113340X

This book examines the law with regard to takeovers in England and Germany and the issues arising from cross-border mergers between them.

Annual of German and European Law

Annual of German and European Law
Author: Russell A. Miller
Publisher: Berghahn Books
Total Pages: 572
Release: 2007-02
Genre: Law
ISBN: 9781845452681

German law has been of long-standing interest and increasing relevance around the world, but access for researchers and practitioners very frequently was limited by the necessity of German language proficiency. Offering English-language access to these fields, the Annual of German & European Law is a significant contribution to the global discourse on and study of German, European and Comparative law. Each volume presents: (1) articles - original, cutting-edge scholarship from the fields of German and European law; (2) jurisdictional reports - comments on the latest caselaw from Germany's most significant courts and the case-law of the European courts having importance for Germany; (3) book reviews - surveying the most compelling recent literature (whether in the German or English language) in the fields of German and European law; and (4) translations - exclusive English-language versions of significant primary sources of German law, including statutes and court opinions). The first volumes of the Annual of German & European Law have attracted contributions from some of the most preeminent commentators, scholars and jurists in the fields, including, among others: Luke Nottage (Volume I); Juliet Lodge (Volume I); Alexander Somek (Volume I): Susanne Baer (Volume I): Renate Jaeger (Volume II): Günter Frankenberg (Volume II): Bootjan Zupanãiã (Volume II): Nigel Foster (Volume II) The third volume maintains this tradition of high quality, peer-reviewed scholarship with contributions expected from Gertrude Lübbe-Wolff (Justice, German Federal Constitutional Court) and Christian Joerges (European University Institute).

The Law and Economics of Takeovers

The Law and Economics of Takeovers
Author: Athanasios Kouloridas
Publisher: Bloomsbury Publishing
Total Pages: 338
Release: 2008-05-19
Genre: Law
ISBN: 1847314295

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.

Protecting Societal Interests in Corporate Takeovers

Protecting Societal Interests in Corporate Takeovers
Author: Huizi Ai
Publisher: Springer Nature
Total Pages: 304
Release: 2022-11-18
Genre: Law
ISBN: 9811975469

The book explores “what are the societal interests that may be affected by a takeover, are these protected under the current regulatory frameworks of the U.K., Germany, and China, (and if so) how are they protected and what recommendations can be made for future reforms in the three jurisdictions?” The book adopts three main methods: law and economics analysis, doctrinal legal research, and comparative analysis. The content of this book is intended not only for the academia; it may also benefit the policy makers by providing an evaluation on the strengths and weaknesses of different protection mechanisms and recommendations for future reforms. Besides, companies which are (potentially) interested in conducting takeovers in the three countries may also find this book useful with its overall analysis of the regulatory frameworks and representative takeover cases in the jurisdictions.

Comparative Takeover Regulation

Comparative Takeover Regulation
Author: Umakanth Varottil
Publisher: Cambridge University Press
Total Pages: 545
Release: 2017-10-26
Genre: Law
ISBN: 1108170978

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.

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.
Total Pages: 282
Release: 2010-01-01
Genre: Business & Economics
ISBN: 9041133402

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.

The Anatomy of Corporate Law

The Anatomy of Corporate Law
Author: Reinier Kraakman
Publisher: Oxford University Press
Total Pages: 305
Release: 2017-01-19
Genre: Law
ISBN: 0191059544

This is the long-awaited third edition of this highly regarded comparative overview of corporate law. This edition has been comprehensively revised and updated to reflect the profound changes in corporate law and governance practices that have taken place since the previous edition. These include numerous regulatory changes following the financial crisis of 2007-09 and the changing landscape of governance, especially in the US, with the ever more central role of institutional investors as (active) owners of corporations. The geographic scope of the coverage has been broadened to include an important emerging economy, Brazil. In addition, the book now incorporates analysis of the burgeoning use of corporate law to protect the interests of "external constituencies" without any contractual relationship to a company, in an attempt to tackle broader social and economic problems. The authors start from the premise that corporations (or companies) in all jurisdictions share the same key legal attributes: legal personality, limited liability, delegated management, transferable shares, and investor ownership. Businesses using the corporate form give rise to three basic types of agency problems: those between managers and shareholders as a class; controlling shareholders and minority shareholders; and shareholders as a class and other corporate constituencies, such as corporate creditors and employees. After identifying the common set of legal strategies used to address these agency problems and discussing their interaction with enforcement institutions, The Anatomy of Corporate Law illustrates how a number of core jurisdictions around the world deploy such strategies. In so doing, the book highlights the many commonalities across jurisdictions and reflects on the reasons why they may differ on specific issues. The analysis covers the basic governance structure of the corporation, including the powers of the board of directors and the shareholder meeting, both when management and when a dominant shareholder is in control. It then analyses the role of corporate law in shaping labor relationships, protection of external stakeholders, relationships with creditors, related-party transactions, fundamental corporate actions such as mergers and charter amendments, takeovers, and the regulation of capital markets. The Anatomy of Corporate Law has established itself as the leading book in the field of comparative corporate law. Across the world, students and scholars at various stages in their careers, from undergraduate law students to well-established authorities in the field, routinely consult this book as a starting point for their inquiries.

Corporate Finance Law

Corporate Finance Law
Author: Louise Gullifer
Publisher: Bloomsbury Publishing
Total Pages: 997
Release: 2020-03-19
Genre: Law
ISBN: 1509929193

The third edition of this acclaimed book continues to provide a discussion of key theoretical and policy issues in corporate finance law. It has been fully updated to reflect developments in the law and the markets. One of the book's distinctive features is its equal coverage of both the equity and debt sides of corporate finance law, and it seeks, where possible, to compare and contrast the two. This book covers a broad range of topics regarding the debt and equity-raising choices of companies of all sizes, from SMEs to the largest publicly traded enterprises, and the mechanisms by which those providing capital are protected. Each chapter provides a critical analysis of the present law to enable the reader to understand the difficulties, risks and tensions in this area, and the attempts by the legislature, regulators and the courts, as well as the parties involved, to deal with them. The book will be of interest to practitioners, academics and students engaged in the practice and study of corporate finance law.

Comparative Corporate Governance in China

Comparative Corporate Governance in China
Author: Guanghua Yu
Publisher: Routledge
Total Pages: 204
Release: 2007
Genre: Business & Economics
ISBN: 0415403065

Taking an agency perspective, this insightful text explores a range of issues and their role in corporate governance models, including executive compensation, takeover markets, the securities market, insolvency issues, and the venture capital market.

Takeover Law in the UK, the EU and China

Takeover Law in the UK, the EU and China
Author: Joseph Lee
Publisher: Springer Nature
Total Pages: 281
Release: 2021-05-20
Genre: Law
ISBN: 3030723453

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.