Optionality Arrangements and Reciprocity in the European Takeover Directive PDF Download
Are you looking for read ebook online? Search for your book and save it on your Kindle device, PC, phones or tablets. Download Optionality Arrangements and Reciprocity in the European Takeover Directive PDF full book. Access full book title Optionality Arrangements and Reciprocity in the European Takeover Directive by Matteo Gatti. Download full books in PDF and EPUB format.
Author: Matteo Gatti
Publisher:
ISBN:
Category :
Languages : en
Pages : 27
Get Book Here
Book Description
Because of the failure of harmonizing the regime of takeover defenses, the European Directive on Takeover Bids (DTB) has created broad dissatisfaction. In fact, two key features of the DTB, the board neutrality rule and the break-through rule (BTR), are not mandatory, but can be opted out by Member States. Since both rules were considered chief devices for increasing takeover activity, as they aim to neutralize the most significant anti-takeover defenses, the fact that their adoption will rely upon local choices by national legislators puts into serious question whether the ultimate outcome of the DTB will be that of promoting a vibrant and efficient pan-European market for corporate control. Optionality is not alone in thwarting harmonization in the field of takeover defenses, as the European legislator has also introduced a reciprocity feature, according to which Member States can decide whether to relax the prohibitions and restrictions arising out of the board neutrality rule and/or the BTR in the event a bid is made by a company which is not subject to the same prohibitions and restrictions.Although the DTB failed the goal of promoting a strong takeover market by limiting the availability of defensive tactics, both the optionality and the reciprocity features will represent an intriguing test of how Member States will address the underlying policy choices and, where they chose to opt out of the board neutrality rule and/or the BTR, of how companies will react to the possibility of deciding to opt into the pro-takeover EU default regime. The paper argues that optionality: (i) may very well be a sound approach with regards to the BTR, as its beneficial impact is still highly debated, and (ii) represents an acceptable compromise for the gradual implementation of the board neutrality rule. Quite plausibly, at this stage, an abrupt introduction of a mandatory board neutrality rule would have generated, at least in some Member States, a backlash in both national politics and corporate practice. The paper also stresses that reciprocity does not represent a sound policy to govern the regime of takeover defenses.
Author: Matteo Gatti
Publisher:
ISBN:
Category :
Languages : en
Pages : 27
Get Book Here
Book Description
Because of the failure of harmonizing the regime of takeover defenses, the European Directive on Takeover Bids (DTB) has created broad dissatisfaction. In fact, two key features of the DTB, the board neutrality rule and the break-through rule (BTR), are not mandatory, but can be opted out by Member States. Since both rules were considered chief devices for increasing takeover activity, as they aim to neutralize the most significant anti-takeover defenses, the fact that their adoption will rely upon local choices by national legislators puts into serious question whether the ultimate outcome of the DTB will be that of promoting a vibrant and efficient pan-European market for corporate control. Optionality is not alone in thwarting harmonization in the field of takeover defenses, as the European legislator has also introduced a reciprocity feature, according to which Member States can decide whether to relax the prohibitions and restrictions arising out of the board neutrality rule and/or the BTR in the event a bid is made by a company which is not subject to the same prohibitions and restrictions.Although the DTB failed the goal of promoting a strong takeover market by limiting the availability of defensive tactics, both the optionality and the reciprocity features will represent an intriguing test of how Member States will address the underlying policy choices and, where they chose to opt out of the board neutrality rule and/or the BTR, of how companies will react to the possibility of deciding to opt into the pro-takeover EU default regime. The paper argues that optionality: (i) may very well be a sound approach with regards to the BTR, as its beneficial impact is still highly debated, and (ii) represents an acceptable compromise for the gradual implementation of the board neutrality rule. Quite plausibly, at this stage, an abrupt introduction of a mandatory board neutrality rule would have generated, at least in some Member States, a backlash in both national politics and corporate practice. The paper also stresses that reciprocity does not represent a sound policy to govern the regime of takeover defenses.
Author: Thomas Papadopoulos
Publisher:
ISBN:
Category :
Languages : en
Pages : 0
Get Book Here
Book Description
The two key provisions of the EU Directive on Takeover bids, the Board Neutrality (Art.9) and the Breakthrough Rule (Art.11) are optional at Member State and individual Company level. According to the Directive's Reciprocity Rule, a target company, which applies the Board Neutrality and/or Breakthrough Rule, is able to opt-out, if the offeror company does not apply the same Board Neutrality and Breakthrough provisions. Some of the few obligatory substantial provisions of the EU Directive on Takeover Bids are the Mandatory Bid Rule (art.5), the squeeze-out right (Art. 15) and the sell-out right (Art.16). The purpose of these provisions is to protect the minority shareholders according to the legal basis of the Directive (Art.44 par.2g Treaty of the EC). However, the Directive itself provides again the possibility to evade the enforcement of these provisions: a) at the transposition of the Directive into the national law and, b) after the implementation stage, when the parties to a bid are obliged to launch a mandatory bid. Additionally, the provisions themselves are characterized by many drawbacks and problems of interpretation, which reveal their weakness to contribute to the protection of the shareholders and subsequently to the freedom of establishment through takeover bids. Furthermore, the most important mandatory provisions of the Directive are easily avoidable and become de facto optional. If this conclusion is combined with the optionality of the two key provisions and the Reciprocity Rule, the EU Directive will not have any significant effect on the integration of the European Market for Corporate Control, the promotion of cross-border corporate mobility, the protection of shareholders and the protection of freedom of establishment in general. The Directive does not really 'exist'. This Article will analyze the most important mandatory provisions of the Directive, namely the Mandatory Bid Rule (art.5), the squeeze-out right (Art. 15) and the sell-out right (Art. 16).
Author: Jonathan Mukwiri
Publisher: Routledge
ISBN: 1134007817
Category : Business & Economics
Languages : en
Pages : 201
Get Book Here
Book Description
Since the implementation of the European Directive on Takeover Bids, a European common legal framework governs regulation of takeovers in EU Members States. This book studies the European Community Directive on Takeover Bids, first from a British perspective, but also considers the Directive in relation to the EU.
Author: Thomas Papadopoulos
Publisher: Kluwer Law International B.V.
ISBN: 9041133402
Category : Business & Economics
Languages : en
Pages : 282
Get Book Here
Book Description
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: Gert-Jan Vossestein
Publisher: Kluwer Law International B.V.
ISBN: 9041125922
Category : Law
Languages : en
Pages : 314
Get Book Here
Book Description
This new book offers a substantial framework for examining the competence or powers of the EC in the field of company law, and the requirements for the lawful exercise of these powers (the principle of subsidiarity and the observance of Article 43 EC in particular). In order to provide a clear understanding of the practical relevance of this framework, the author tests the provisions of specific EC company law instruments for compatibility with the EC Treaty. Although the substantial body of EC company law that has been built up over the years is covered, the focus is on EC company law instruments which have been adopted in implementation of the 2003 Action Plan. The book includes a survey of the various company law instruments (both pre-and post-Action Plan) which together make up EC company law, and discusses the objectives of EC company law policy. --
Author: Beate Sjåfjell
Publisher: Kluwer Law International B.V.
ISBN: 9041127682
Category : Law
Languages : en
Pages : 594
Get Book Here
Book Description
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: Pierpaolo Marano
Publisher: Emerald Group Publishing
ISBN: 1787438155
Category : Business & Economics
Languages : en
Pages : 350
Get Book Here
Book Description
Volume 99 is a collection of theoretical and empirical studies in governance and regulation, with application to both macro and microeconomic issues.
Author: Jürgen G. Backhaus
Publisher: Edward Elgar Publishing
ISBN: 1781001243
Category : Law
Languages : en
Pages : 401
Get Book Here
Book Description
'The Law and Economics of Class Actions in Europe marshals an impressive array of expertise from both sides of the Atlantic to illuminate the debate over class action litigation. This volume is a valuable addition to the literature on class actions in both the US and Europe.' – Jennifer Arlen, New York University, School of Law, US 'The availability and performance of class actions is a fundamental question being addressed in many legal systems. Class actions offer a rare opportunity for individuals with small losses to obtain redress against large companies and may provide important incentives to comply with the law. Effective class actions that provide these benefits exist in few countries. This book assembles leading scholars from around the world to provide important new insights into the theory and practice of this important legal procedure.' – Theodore Eisenberg, Cornell University, US This well-documented book discusses the power and limitations of class actions with insights and analysis from a panel of distinguished scholars. It pays special attention to the introduction and the applicability of such a legal device in European civil law countries. The book offers a broad legal and economic investigation, drawing insights from US judicial experience and giving a rigorous discussion of both the philosophical and constitutional aspects and the economic mechanisms and incentives set up by class actions. The Law and Economics of Class Actions in Europe will be a welcome addition to the bookshelf of all those interested in the function of class action litigation for promoting justice and efficiency. In particular, it will benefit graduate and postgraduate students, researchers and academics in law, economics, and law and economics, policymakers, judges and attorneys.
Author: F. Scott Kieff
Publisher: Cambridge University Press
ISBN: 1139490559
Category : Law
Languages : en
Pages :
Get Book Here
Book Description
The events that began with the collapse of Enron, WorldCom, Tyco, and Adelphia and continued into the financial crisis of 2008 teach us an important lesson: corporate governance matters. Although it is widely acknowledged that good corporate governance is a linchpin of good corporate performance, how can one improve corporate governance and its impact on corporate and overall economic performance. This book offers a diverse and forward-looking set of approaches from experts, covering the major areas of corporate governance reform and analyzing the full range of issues and concerns. Written to be both theoretically rigorous and grounded in the real world, the book is well suited for practicing lawyers, managers, lawmakers, and analysts, as well as academics conducting research or teaching a wide range of courses in law schools, business schools, and economics departments.
Author: Brenda Hannigan
Publisher: Oxford University Press, USA
ISBN: 0198722869
Category : Law
Languages : en
Pages : 855
Get Book Here
Book Description
Employing a practical and contextual approach, this student textbook covers developments in the self-regulation of corporate governance, which is becoming global due to the activities of the OECD and World Bank.
