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.

Bidding Strategies, Financing and Control

Bidding Strategies, Financing and Control
Author: Bjørn Espen Eckbo
Publisher: Academic Press
Total Pages: 1088
Release: 2010-03-12
Genre: Business & Economics
ISBN: 0123846900

A selection of republished corporate finance articles and book chapters that can serve as an advanced corporate finance supplementary text for courses that use no textbooks. Combining convenience and an affordable price with retypeset pages and a high-quality index, the 600 pages of volume two, "Bidding Strategies, Financing, and Corporate Control", focus on a range of special topics, ranging from theories and evidence on strategic bidding behavior (offer premiums, toeholds, bidder competition, winner's curse adjustments, and managerial overconfidence), issues arising when bidding for targets in bankruptcy auctions, effects of deal protection devices (termination agreements, poison pills), role of large shareholder voting in promoting takeover gains, deal financing issues (such as raising the cash used to pay for the target), managerial incentive effects of takeovers, governance spillovers from cross-border mergers, and returns to merger arbitrage. Including an index and new introduction, this volume will simplify and facilitate students' interaction with new concepts and applications. - Provides a status report about modern scientific evidence on corporate takeovers - Exposes students to new methods and empirical evidence while reading high quality primary material - Offers a concise and cost-efficient package of journal and book articles for advanced corporate finance students

Mergers and Acquisitions

Mergers and Acquisitions
Author: Robert B. Thompson
Publisher:
Total Pages: 0
Release: 2010
Genre: Consolidation and merger of corporations
ISBN: 9780735594197

This new Mergers and Acquisitions casebook book, written by Robert B. Thompson, a leading scholar and teacher in the field, equips students with the legal rules and economic and financial principles they will need to help clients make keen strategic

Negotiated Acquisitions of Companies, Subsidiaries and Divisions

Negotiated Acquisitions of Companies, Subsidiaries and Divisions
Author: Lou R. Kling
Publisher: Law Journal Press
Total Pages: 1528
Release: 2023-12-28
Genre: Business & Economics
ISBN: 9781588520562

This law book includes advice on corporate business structuring deals, negotiating agreements, identifying issues and solving the real problems that are likely to arise during the acquisition.

Mergers & Acquisitions

Mergers & Acquisitions
Author: Mohammed Ibrahimi
Publisher: John Wiley & Sons
Total Pages: 260
Release: 2018-08-14
Genre: Mathematics
ISBN: 1786303450

This book deals with corporate mergers and acquisitions by analyzing the financial and strategic aspects. It starts with a chronological justification of the evolution of external growth operations and ends with case studies in order to put into practice the theoretical contribution of the previous titles. Through this book, we wish to detail the types of mergers and acquisitions, their modes, their motivations, their consequences and their performances. First of all, we propose a panoply of scientific research, methodological explanations and logical structuring to expose a subject of experience considered for a long time as a phenomenon in finance. Then, through a sample of 90 mergers or acquisitions, we analyze the effects of these transactions on French companies.

Concentrated Corporate Ownership

Concentrated Corporate Ownership
Author: Randall K. Morck
Publisher: University of Chicago Press
Total Pages: 404
Release: 2007-12-01
Genre: Business & Economics
ISBN: 0226536823

Standard economic models assume that many small investors own firms. This is so in most large U.S. firms, but wealthy individuals or families generally hold controlling blocks in smaller U.S. firms and in all firms in most other countries. Given this, the lack of theoretical and empirical work on tightly held firms is surprising. What corporate governance problems arise in tightly held firms? How do these differ from corporate governance problems in widely held firms? How do control blocks arise and how are they maintained? How does concentrated ownership affect economic growth? How should we regulate tightly held firms? Drawing together leading scholars from law, economics, and finance, this volume examines the economic and legal issues of concentrated ownership and their impact on a shifting global economy.