Takeover Bids Vs Proxy Fights In Contests For Corporate Control

Author : Lucian A. Bebchuk,Oliver D. Hart
Publisher : Unknown
Page : 37 pages
File Size : 52,8 Mb
Release : 2001
Category : Consolidation and merger of corporations
ISBN : OCLC:248222957

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Takeover Bids Vs. Proxy Fights in Contests for Corporate Control by Lucian A. Bebchuk,Oliver D. Hart Pdf

This paper evaluates the primary mechanisms for changing management or obtaining control in publicly traded corporations with dispersed ownership. Specifically, we analyze and compare three mechanisms: (1) proxy fights (voting only); (2) takeover bids (buying shares only); and (3) a combination of proxy fights and takeover bids in which shareholders vote on acquisition offers. We first show how proxy fights unaccompanied by an acquisition offer suffer from substantial shortcomings that limit the use of such contests in practice. We then argue that combining voting with acquisition offers is superior not only to proxy fights alone but also to takeover bids alone. Finally, we show that, when acquisition offers are in the form of cash or the acquirer's existing securities, voting shareholders can infer from the pre-vote market trading which outcome would be best in light of all the available public information. Our analysis has implications for the ongoing debates in the US over poison pills and in Europe over the new EEC directive on takeovers

Author : Lucian A. Bebchuk,Oliver D. Hart
Publisher : Unknown
Page : 56 pages
File Size : 47,6 Mb
Release : 2001
Category : Antitakeover strategies
ISBN : UVA:X006133603

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Takeover Bids Versus Proxy Fights in Contests for Corporate Control by Lucian A. Bebchuk,Oliver D. Hart Pdf

Author : Anonim
Publisher : Unknown
Page : 252 pages
File Size : 46,7 Mb
Release : 1968
Category : Consolidation and merger of corporations
ISBN : STANFORD:36105044225360

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Takeover Bids, Proxy Contests and Transactions in Control--SEC and Other Acpects by Anonim Pdf

Author : Edmund J. Kelly
Publisher : iUniverse
Page : 186 pages
File Size : 54,6 Mb
Release : 2001-01-28
Category : Electronic
ISBN : 9780595163663

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The Takeover Dialogues by Edmund J. Kelly Pdf

A longtime critic of hostile cash takeovers of large corporations, Edmund Kelly believed that if the organized insincerity of advisors and corporate control entrepreneurs in the tight knit takeover community was told, this alone would contribute to a decline in the acceptance of the hostile bid as an acquisition method. Copies of The Takeover Dialogues were purchased primarily in 1988 by investment and commercial banking and corporate law firms, executives and business libraries. Prominent uninvited cash takeover bids averaged 17 a year for the period 1985 - 1988. There were 6 in 1989 and 2 in 1990. For the years 1991 -1999 they averaged 1.2 a year. In these carefully reasoned dialogues, Edmund Kelly also examines the impact of corporate raids on the business community and society. Kelly believes the ideal corporation translates capital and human energy into a community service institution that is ultimately greater than the sum of its parts. This book raises important questions of public policy about issues affecting the institutions upon which we all depend for our continued prosperity. It is important reading for anyone concerned about the future of corporate business in a capitalistic society.

Author : Alessio Pacces
Publisher : Routledge
Page : 492 pages
File Size : 54,8 Mb
Release : 2013-01-17
Category : Law
ISBN : 9781135099411

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Rethinking Corporate Governance by Alessio Pacces Pdf

The standard approach to the legal foundations of corporate governance is based on the view that corporate law promotes separation of ownership and control by protecting non-controlling shareholders from expropriation. This book takes a broader perspective by showing that investor protection is a necessary, but not sufficient, legal condition for the efficient separation of ownership and control. Supporting the control powers of managers or controlling shareholders is as important as protecting investors from the abuse of these powers. Rethinking Corporate Governance reappraises the existing framework for the economic analysis of corporate law based on three categories of private benefits of control. Some of these benefits are not necessarily bad for corporate governance. The areas of law mainly affecting private benefits of control – including the distribution of corporate powers, self-dealing, and takeover regulation – are analyzed in five jurisdictions, namely the US, the UK, Italy, Sweden, and the Netherlands. Not only does this approach to corporate law explain separation of ownership and control better than just investor protection; it also suggests that the law can improve the efficiency of corporate governance by allowing non-controlling shareholders to be less powerful.

Author : William Bratton,Joseph A. McCahery
Publisher : OUP Oxford
Page : 664 pages
File Size : 45,8 Mb
Release : 2015-08-20
Category : Law
ISBN : 9780191039799

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Institutional Investor Activism by William Bratton,Joseph A. McCahery Pdf

The past two decades has witnessed unprecedented changes in the corporate governance landscape in Europe, the US and Asia. Across many countries, activist investors have pursued engagements with management of target companies. More recently, the role of the hostile activist shareholder has been taken up by a set of hedge funds. Hedge fund activism is characterized by mergers and corporate restructuring, replacement of management and board members, proxy voting, and lobbying of management. These investors target and research companies, take large positions in `their stock, criticize their business plans and governance practices, and confront their managers, demanding action enhancing shareholder value. This book analyses the impact of activists on the companies that they invest, the effects on shareholders and on activists funds themselves. Chapters examine such topic as investors' strategic approaches, the financial returns they produce, and the regulatory frameworks within which they operate. The chapters also provide historical context, both of activist investment and institutional shareholder passivity. The volume facilitates a comparison between the US and the EU, juxtaposing not only regulatory patterns but investment styles.

Author : Louise Gullifer,Jennifer Payne
Publisher : Bloomsbury Publishing
Page : 788 pages
File Size : 43,9 Mb
Release : 2011-03-10
Category : Law
ISBN : 9781847317612

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Corporate Finance Law by Louise Gullifer,Jennifer Payne Pdf

Corporate Finance is an area of law which is obviously of significant practical importance, but the academic analysis of this area of law has also been increasingly recognised. This book provides a discussion of the most interesting theoretical and policy issues in Corporate Finance law. This book covers both the equity and debt sides of Corporate Finance law, and seeks, where possible, to compare the two, considering the desirability of each in various circumstances and pointing to areas of convergence and overlap. The topics covered in this book include: an overview of the financing options available to companies; the relationship between debt and equity; legal capital; contractual protection for creditors; proprietary protection for creditors; single and multiple lenders; transferred debt; public offers of shares; the ongoing regulation of the capital market; the regulation of debt; takeovers; schemes of arrangement and private equity. Each chapter analyses the issues so as to enable the reader to understand the difficulties, risks and tensions inherent in this area of law, and the attempts made by the legislature and the courts, as well as the parties involved, to deal with them. This book discusses areas where the law is uncertain, including some difficult conceptual problems, and considers the present law critically, including options for possible reform. This book will be of interest to practitioners, academics and students engaged in the practice and study of corporate finance law.

Author : Donald DePamphilis
Publisher : Academic Press
Page : 304 pages
File Size : 40,9 Mb
Release : 2010-10-29
Category : Business & Economics
ISBN : 0080959091

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Mergers and Acquisitions Basics by Donald DePamphilis Pdf

Mergers and Acquisitions Basics: All You Need to Know provides an introduction to the fundamental concepts of mergers and acquisitions. Key concepts discussed include M&As as change agents in the context of corporate restructuring; legal structures and strategies employed in corporate restructuring; takeover strategies and the impact on corporate governance; takeover defenses; and players who make mergers and acquisitions happen. The book also covers developing a business plan and the tools used to evaluate, display, and communicate information to key constituencies both inside and outside the corporation; the acquisition planning process; the negotiation, integration planning, and closing phases; financing transactions; and M&A post-merger integration. This book is written for buyers and sellers of businesses, financial analysts, chief executive officers, chief financial officers, operating managers, investment bankers, and portfolio managers. Others who may have an interest include bank lending officers, venture capitalists, government regulators, human resource managers, entrepreneurs, and board members. The book may also be used as a companion or supplemental text for undergraduate and graduate students taking courses on mergers and acquisitions, corporate restructuring, business strategy, management, governance, and entrepreneurship. Describes a broad view of the mergers and acquisition process to illustrate agents' interactions Simplifies without overgeneralizing Bases conclusions on empirical evidence, not experience and opinion Features a recent business case at the end of each chapter

Author : Joseph A. McCahery
Publisher : CEPS
Page : 116 pages
File Size : 41,8 Mb
Release : 2003
Category : Consolidation and merger of corporations
ISBN : 9290794283

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The Economics of the Proposed European Takeover Directive by Joseph A. McCahery Pdf

Author : Paul Ali,Greg N. Gregoriou
Publisher : John Wiley & Sons
Page : 405 pages
File Size : 40,9 Mb
Release : 2011-07-28
Category : Business & Economics
ISBN : 9781118161128

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International Corporate Governance After Sarbanes-Oxley by Paul Ali,Greg N. Gregoriou Pdf

"The Sabanes-Oxley Act has been one of the most significant developments in corporate and securities regulation since the New Deal. This collection of important articles would be a valuable resource for anyone seeking to understand Sabanes-Oxley's far-reaching effects on corporate governance in the United States and elsewhere." —Jesse Fried, coauthor of Pay Without Performance: The Unfulfilled Promise of Executive Compensation and Professor of Law at the University of California, Berkeley "The editors have assembled the latest cutting-edge research on international corporate governance by respected academics in this field. In this handbook, the editors deal with all aspects of the significant legislative changes to corporate governance regulation. It introduces the reader to the new rules that will certainly improve the reliability and the accuracy of disclosures made by corporations. The book comes at the right moment with the recent scandals such as Enron, which will educate all readers especially shareholders of corporate stock." —Komlan Sedzro, Professor of Finance, University of Quebec at Montreal "Today, corporate governance is a topic at the center of public policy debate in most industrialized countries. The range of concerns; the variety of approaches; and their tendency to converge in some areas or diverge in others (not always in the right directions) are emphatically demonstrated by these essays. There is material here of enormous interest for scholars of comparative law and economic regulation. And significantly, the presentation of essays from legal, financial, and regulatory viewpoints demonstrates the growing practical as well as theoretical utility of interdisciplinary work in this area. Professors Ali and Gregoriou are to be warmly congratulated for their skill and initiative in assembling an important publication, as well as for their own contributions to interdisciplinary scholarship." —R. P. Austin, BA, LLM (Sydney), DPhil (Oxon), Supreme Court of New South Wales "This very international collection emphasizes the economic line of descent, while including legal and socio-legal contributions. It fills a very important gap in our empirical knowledge of corporate governance. It is accessible and comprehensive and will greatly assist readers from all relevant disciplines, who are trying to discern the shape of corporate governance as a mature field." —Dimity Kingsford Smith, Professor of Law, University of New South Wales

Author : George M. Constantinides,M. Harris,Rene M. Stulz
Publisher : Elsevier
Page : 654 pages
File Size : 53,5 Mb
Release : 2003-11-04
Category : Business & Economics
ISBN : 9780080495071

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Handbook of the Economics of Finance by George M. Constantinides,M. Harris,Rene M. Stulz Pdf

Volume 1A covers corporate finance: how businesses allocate capital - the capital budgeting decision - and how they obtain capital - the financing decision. Though managers play no independent role in the work of Miller and Modigliani, major contributions in finance since then have shown that managers maximize their own objectives. To understand the firm's decisions, it is therefore necessary to understand the forces that lead managers to maximize the wealth of shareholders.

Author : Arad Reisberg
Publisher : Pearson UK
Page : 843 pages
File Size : 49,6 Mb
Release : 2018
Category : Corporation law
ISBN : 9781292078663

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Pettet, Lowry & Reisberg's Company Law by Arad Reisberg Pdf

Author : Thomas Papadopoulos
Publisher : Kluwer Law International B.V.
Page : 282 pages
File Size : 42,5 Mb
Release : 2010-01-01
Category : Business & Economics
ISBN : 9789041133403

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EU Law and the Harmonization of Takeovers in the Internal Market by Thomas Papadopoulos Pdf

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.

Author : Greg N. Gregoriou,Luc Renneboog
Publisher : Elsevier
Page : 304 pages
File Size : 47,6 Mb
Release : 2007-07-26
Category : Business & Economics
ISBN : 9780080549323

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Corporate Governance and Regulatory Impact on Mergers and Acquisitions by Greg N. Gregoriou,Luc Renneboog Pdf

Corporate Governance and regulatory presssures have been much in the news lately. How they affect the bottom line of corporations has been difficult to quantify, and research is just beginning to be published that addresses this crucial question. This book is the first collection for new research about the impact of takeover regulation and corporate governance on M&A financial results. It will be essential reading to any M&A specialist, an investment banker, a hedge fund manager, a private equity director, or a venture capitalist. Also a must read for financial analysts who follow M&A targets. The book presents research from around the world so it provides a global perspective on this important topic. *The first and only book of research on takeover regulation and corporate governance affecting M&A results*Stands out from all the "How to" books on M&A and M&A disaster books because it provides solid high-quality research on what works and how different decisions affect company and shareholder value*Research provides a guideline for decisionmakers in investment banks, private equity companies, and for financial analysts

Author : Güler Aras
Publisher : CRC Press
Page : 716 pages
File Size : 40,9 Mb
Release : 2016-03-16
Category : Business & Economics
ISBN : 9781317187967

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A Handbook of Corporate Governance and Social Responsibility by Güler Aras Pdf

The current economic situation has highlighted deficiencies in corporate governance while also showing the importance of stakeholder relations. It has also raised the profile of the debates regarding corporate social responsibility and shown the inter-relationship with governance. And the two together are essential for sustainable business. The social and environmental contexts of business are generally considered to be as significant as the economic and financial contexts and good governance will address all of these aspects. The combination of these aspects offers long term benefits for a firm, such as reducing risk and attracting new investors, shareholders and more equity as well as sustainable performance. Written by experts from all over the world, A Handbook of Corporate Governance and Social Responsibility is the most authoritative single-volume guide to the relationship between good governance and social responsibility and the reality of managing both. In addition to the theory and practice of governance and CSR, the book includes case studies from large and small organizations and NGOs to highlight examples of good and bad practice, and to show international and cultural similarities and differences while at the same time furthering the debate regarding the relationship between good governance and social responsibility.