Takeovers And The European Legal Framework

Author : Jonathan Mukwiri
Publisher : Routledge
Page : 238 pages
File Size : 46,7 Mb
Release : 2009-05-07
Category : Business & Economics
ISBN : 9781134007806

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Takeovers and the European Legal Framework by Jonathan Mukwiri Pdf

Since the implementation of the European Directive on Takeover Bids, a European common legal framework governs regulation of takeovers in EU Members States. The European Directive on Takeover Bids was adopted in April 2004, and implemented in the UK and in other Member States on 20th May 2006. The Directive seeks to regulate takeovers by way of protecting investors, and harmonising takeover laws in Europe. In facilitating the restructuring of companies through takeovers, the Directive aims at reinforcing the free movement of capital. Takeovers and the European Legal Framework studies the European Community Directive on Takeover Bids, in order to provide greater understanding of both the impact and effect of the European legal framework of takeover regulation. It firstly looks at the Directive from a British perspective, focusing on the impact of the transposition of the Takeover Directive into the UK. The book examines the provisions of the City Code on Takeovers and Mergers, and discusses the takeover provisions in the Companies Act 2006 that implement the Takeover Directive in the UK, arguing that the Directive will provide a new basis for UK takeover regulation, and that the system will work well. Jonathan Mukwiri goes on to consider the Directive in relation to the EU, arguing that despite its deficiencies, in that Member States are free to opt to restrict takeovers, the Directive provides a useful legal framework by which takeovers are regulated in different jurisdictions. Mukwiri highlights how the freedoms of the EC Treaty and EU Directives interact, and the effects of the Takeover Directive on political considerations in the law-making process in European Community. Moreover, he argues that the future of EU takeover regulation is likely to follow the lead of the UK, making this book relevant to a wide range of policy makers and academics across Europe.

Author : Dirk Van Gerven
Publisher : Cambridge University Press
Page : 333 pages
File Size : 40,6 Mb
Release : 2010-01-28
Category : Law
ISBN : 9781139484756

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Common Legal Framework for Takeover Bids in Europe: Volume 2 by Dirk Van Gerven Pdf

The Council Directive of 21 April 2004 on takeover bids sets forth the general principles applicable to takeover bids and clarifies certain minimum rules with respect to the procedure for a takeover bid, the obligation to make a mandatory bid in the event a minimum threshold is crossed and the majority shareholder's squeeze-out right as well as the minority shareholders' sell-out right. Furthermore, the Directive defines the authority which is competent to approve offer documents and supervise takeover bids, and provides for optional restrictions on the actions of the target company's management and on defence mechanisms. This book discusses the Takeover Directive and its implementing rules in each Member State of the European Union and the European Economic Area, providing companies and their advisors with useful insight into the legal framework and principles applicable to takeover bids in the region.

Author : Dirk van Gerven
Publisher : Cambridge University Press
Page : 333 pages
File Size : 40,8 Mb
Release : 2008
Category : Law
ISBN : 9780521516709

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Common Legal Framework for Takeover Bids in Europe by Dirk van Gerven Pdf

An examination of the general principles applicable to takeover bids in the European Union and the European Economic Area.

Author : Thomas Papadopoulos
Publisher : Kluwer Law International B.V.
Page : 282 pages
File Size : 43,5 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 : Christophe Clerc,Fabrice Demarigny,Diego Valiante,Mirzha de Manuel Aramendía
Publisher : Unknown
Page : 0 pages
File Size : 55,5 Mb
Release : 2012
Category : Business & Economics
ISBN : 9461382340

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A Legal and Economic Assessment of European Takeover Regulation by Christophe Clerc,Fabrice Demarigny,Diego Valiante,Mirzha de Manuel Aramendía Pdf

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.

Author : Beate Sjåfjell
Publisher : Kluwer Law International B.V.
Page : 592 pages
File Size : 43,7 Mb
Release : 2009-03-26
Category : Law
ISBN : 9789041144515

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Towards a Sustainable European Company Law by Beate Sjåfjell Pdf

No one doubts any longer that sustainable development is a normative imperative. Yet there is unmistakably a great reluctance to acknowledge any legal basis upon which companies are obliged to forgo ‘shareholder value’ when such a policy clearly dilutes responsibility for company action in the face of continuing environmental degradation. Here is a book that boldly says: ‘Shareholder primacy’ is wrong. Such a narrow, short-term focus, the author shows, works against the achievement of the overarching societal goals of European law itself. The core role of EU company and securities law is to promote economic development, notably through the facilitation of market integration, while its contributory role is to further sustainable development through facilitation of the integration of economic and social development and environmental protection. There is a clear legal basis in European law to overturn the poorly substantiated theory of a ‘market for corporate control’ as a theoretical and ideological basis when enacting company law. With rigorous and persuasive research and analysis, this book demonstrates that: European companies should have legal obligations beyond the maximization of profit for shareholders; human and environmental interests may and should be engaged with in the realm of company law; and company law has a crucial role in furthering sustainable development. As a test case, the author offers an in-depth analysis of the Takeover Directive, showing that it neither promotes economic development nor furthers the integration of the economic, social and environmental interests that the principle of sustainable development requires. This book goes to the very core of the ongoing debate on the function and future of European company law. Surprisingly, it does not make an argument in favour of changing EU law, but shows that we can take a great leap forward from where we are. For this powerful insight – and the innumerable recognitions that support it – this book is a timely and exciting new resource for lawyers and academics in ‘both camps’: those on the activist side of the issue, and those with company or official policymaking responsibilities.

Author : Anonim
Publisher : Unknown
Page : 478 pages
File Size : 45,6 Mb
Release : 2008
Category : Electronic books
ISBN : 1139809563

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Common Legal Framework for Takeover Bids in Europe by Anonim Pdf

The Council Directive of 21 April 2004 on takeover bids sets forth the general principles applicable to takeover bids and clarifies certain minimum rules with respect to the procedure for a takeover bid, the obligation to make a mandatory bid in the event a minimum threshold is crossed and the majority shareholder's squeeze-out right as well as the minority shareholders' sell-out right. Furthermore, the Directive defines the authority which is competent to approve offer documents and supervise takeover bids, and provides for optional restrictions on the actions of the target company's management and on defence mechanisms. This book discusses the Takeover Directive and its implementing rules in each Member State of the European Union and the European Economic Area, providing companies and their advisors with useful insight into the legal framework and principles applicable to takeover bids in the region.

Author : Anonim
Publisher : Unknown
Page : 321 pages
File Size : 40,6 Mb
Release : 2010
Category : Law
ISBN : 0511674201

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Common Legal Framework for Takeover Bids in Europe by Anonim Pdf

The Council Directive of 21 April 2004 on takeover bids sets forth the general principles applicable to takeover bids and clarifies certain minimum rules with respect to the procedure for a takeover bid, the obligation to make a mandatory bid in the event a minimum threshold is crossed and the majority shareholder's squeeze-out right as well as the minority shareholders' sell-out right. Furthermore, the Directive defines the authority which is competent to approve offer documents and supervise takeover bids, and provides for optional restrictions on the actions of the target company's manageme.

Author : Jeremy Grant
Publisher : Unknown
Page : 0 pages
File Size : 55,6 Mb
Release : 2018
Category : Consolidation and merger of corporations
ISBN : 1787421767

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European Takeovers by Jeremy Grant Pdf

'European Takeovers' provides a complete guide to the European Takeover Directive, national M&A regulation and the interaction between domestic and pan-European regulation. It contains a detailed discussion of the fundamental principles of national and European law, its application and the various practical issues that companies and their advisers face as they plan, defend and execute takeovers. This second edition further explores the area following the partial harmonisation of takeover regulation within the European Union since the introduction of the European Takeover Directive and is an exhaustive reference source for anyone preparing, participating in and responding to takeover activity in the EU. In addition, US takeover law is examined in depth to provide a comparative perspective. This new edition will also prove to be an invaluable guide for students and academics studying this area of law. Written by leading legal and banking professionals, and academics from across Europe, 'European Takeovers' will help you navigate national takeover legislation and its implementation, and discusses recent ground-breaking and controversial takeovers from across the Continent.

Author : Joseph Lee
Publisher : Springer Nature
Page : 281 pages
File Size : 54,6 Mb
Release : 2021-05-20
Category : Law
ISBN : 9783030723453

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Takeover Law in the UK, the EU and China by Joseph Lee Pdf

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.

Author : Guido Ferrarini,Klaus J. Hopt,Japp Winter
Publisher : Unknown
Page : 0 pages
File Size : 46,9 Mb
Release : 2004
Category : Business & Economics
ISBN : 0199273804

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Reforming Company and Takeover Law in Europe by Guido Ferrarini,Klaus J. Hopt,Japp Winter Pdf

This book examines reforms in company and takeover law, crucial to modern business and economics. Reform activity is underway in the UK, Germany, France, Italy, and most other member States of the European Union. In addition, the EU is developing its own rules and reform plans. The European13th directive was enacted in December 2003- this requires modifications of member State takeover law. The European Commission has outlined the company law action plan which will lead to important directives from 2004 to 2010. This book is the first to deal comprehensively with both the 13thdirective and the EU company law action plan, providing commentary on the action plan, and critically assessing what the future may hold. The takeover law provisions in the 13th directive, including the 'break-through' rule and the controversial level playing field for takeover activities amongstEuropean member states and between them and the United States are examined.The contributions also address a wide range of topical issues including corporate disclosure, board structure, the role of non-executive and supervisory directors, remuneration of directors, responsibility of the management and the board, personal liability of board members, auditors, and conflictsof interest.The company law action plan and the two reports of the High Level Group of Company Law Experts upon which the plan was based are reproduced in full in a useful annex.

Author : Jeremy Grant
Publisher : Euromoney Publications
Page : 425 pages
File Size : 45,5 Mb
Release : 2014-05-14
Category : LAW
ISBN : 1843744511

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European Takeovers: The Art of Acquisition by Jeremy Grant Pdf

Author : Paul Van Hooghten
Publisher : Unknown
Page : 128 pages
File Size : 40,5 Mb
Release : 2007-02-28
Category : Law
ISBN : 037921525X

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The European Takeover Directive by Paul Van Hooghten Pdf

Offers guidance on the European Takeover Directive and its implementation in the various member states of the European Union. The Directive encourages a certain harmonization of the takeover legislation in the 25 member states, but it will not result in a uniform set of takeover rules throughout the EU.

Author : Umakanth Varottil,Wai Yee Wan
Publisher : Cambridge University Press
Page : 545 pages
File Size : 40,7 Mb
Release : 2017-10-26
Category : Business & Economics
ISBN : 9781107195271

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Comparative Takeover Regulation by Umakanth Varottil,Wai Yee Wan Pdf

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.

Author : Rüdiger Veil
Publisher : Bloomsbury Publishing
Page : 787 pages
File Size : 49,7 Mb
Release : 2022-03-24
Category : Law
ISBN : 9781509942138

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European Capital Markets Law by Rüdiger Veil Pdf

“The richness, clarity and nuances of the structure and methodology followed by the contributors make the book a very valuable tool for students... seeking to obtain a general understanding of the market and how it is regulated.” – Ligia Catherine Arias Barrera, Banking & Finance Law Review The fully updated edition of this user-friendly textbook continues to systematise the European law governing capital markets and examines the underlying concepts from a broadly interdisciplinary perspective. The 3rd edition deals with 3 central developments: the project of the capital markets union; sustainable finance; and the further digitalisation of financial instruments and securities markets. The 1st chapter deals with the foundations of capital markets law in Europe, the 2nd explains the basics, and the 3rd examines the regime on market abuse. Chapter 4 explores the disclosure system and chapter 5 short-selling and high-frequency trading. The role of intermediaries, such as financial analysts, rating agencies, and proxy advisers, is described in chapter 6. Chapter 7 explains compliance and corporate governance in investment firms and chapter 8 illustrates the regulation of benchmarks. Finally, chapter 9 deals with public takeovers. Throughout the book emphasis is placed on legal practice, and frequent reference is made to the key decisions of supervisory authorities and courts. This is essential reading for students involved in the study of capital markets law and financial law.