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Author: Diane Holt Frankle
Publisher:
ISBN: 9781641054157
Category : Consolidation and merger of corporation
Languages : en
Pages : 348
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Book Description
Author: Diane Holt Frankle
Publisher:
ISBN: 9781641054157
Category : Consolidation and merger of corporation
Languages : en
Pages : 348
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Book Description
Author: Dean M. Blomson
Publisher:
ISBN:
Category :
Languages : en
Pages : 14
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Book Description
Author: Robert A. Robertson
Publisher: Law Journal Press
ISBN: 9781588521026
Category : Investment advisors
Languages : en
Pages : 906
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Book Description
Author: Thomas Böhm
Publisher: GRIN Verlag
ISBN: 3668964106
Category : Law
Languages : en
Pages : 31
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Book Description
Essay from the year 2019 in the subject Law - Civil / Private, Trade, Anti Trust Law, Business Law, grade: A, University of Edinburgh (Edinburgh Law School), course: Company Law, language: English, abstract: Target directors have an ambiguous role in corporate takeovers. On the one hand, once a bid is imminent, they are significantly involved spending most of their time in responding to the bid and advising the shareholders whose interests the directors must primarily represent. On the other hand, they face various potential conflicts of interests as takeovers can have significant personal and professional implications on them. This essay critically assesses the role of directors in relation to takeovers of public companies. Their corporate powers are constrained by a range of rules in the Takeover Code . However, takeover regulation leaves significant room for board discretion which is therefore subject to common law and general company law. As we will see, the target directors only have an advisory role vis-à-vis the shareholders, with the latter taking the ultimate decision on acceptance of the takeover bid. The essay is structured as follows. Section 2 starts by introducing the context of takeovers of public companies followed by a brief summary of common motives for takeovers in section 3. Special emphasis is placed on the effects of the theory of the market for control on directors which at various points had an influence on the takeover regulation. Section 4 then deals with the allocation of the acceptance-decision on a takeover bid to the shareholders. In order not to interfere with this right by taking defensive measures which could frustrate a takeover bid, the Takeover Code has imposed a strict ‘no frustration rule’ on target directors. This is covered by section 5. Reference will also be made to the respective directors’ (fiduciary) duties under common law and company law. Subsequently, section 6 critically discusses the advisory role of the target directors when recommending a takeover offer to the shareholders, the various conflicts of interest to which they are exposed and how the takeover regulations attempt to solve them. Although the takeover regime mainly focuses on the role of target directors, section 7 outlines some of the constraints which the directors of the bidder are subject to when launching a takeover bid. Section 8 concludes.
Author: Bruce F. Dravis
Publisher: American Bar Association
ISBN: 9781590316610
Category : Business & Economics
Languages : en
Pages : 206
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Book Description
This book is intended to provide independent directors and their advisors with an understanding of the primary legal and governance issues that have evolved in the corporate governance environment since the passage of the Sarbanes-Oxley Act in 2002. The text on the accompanying CD-ROM sourcebook offers hypertext linked footnotes to direct lawyers (or interested non-lawyers) to legal source material.
![Representing Corporate Officers and Directors and LLC Managers [formerly Representing Corporate Officers, Directors, Managers, and Trustees], 3rd Edition PDF](https://books.google.com/books/content/images/frontcover/5lOEDwAAQBAJ?fife=w80-h100)
Author: Lane
Publisher: Wolters Kluwer
ISBN: 1543805299
Category : Corporate governance
Languages : en
Pages : 1588
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Book Description
Representing Corporate Officers and Directors and LLC Managers, Third Edition (formerly titled Representing Corporate Officers, Directors, Managers, and Trustees) is a guide to the practical aspects of corporate governance for attorneys, corporate officers and directors, LLC managers, and trustees. Following the repercussions of past corporate and accounting scandals, new legislation, rules, and standards by governmental bodies and society have greatly increased the focus on the responsibilities and liabilities of directors, officers, managers, and trustees. Increased SEC oversight, new NYSE and NASDAQ listing standards, new cybersecurity compliance guidance, new fiduciary and other duties, and new criminal penalties have all changed the landscape for those who control corporations. By logically laying out the steps to safe corporate governance, the analysis, cases, tables, and checklists guide the veteran and neophyte alike. Representing Corporate Officers and Directors and LLC Managers tells you what to look for...what to look out for...and what steps to take to protect your corporate clients in today's harsh regulatory environment. It's the only up-to-date work of its kind to offer both in-depth analysis and practical guidance on key aspects of this critically important area. This updated Third Edition thoroughly covers: Directors' duties of care and loyalty-- including the different standards which have been imposed on directors regarding the duty of care...the duty of loyalty...the business judgment rule... when directors are entitled to rely on the advice of others...improperly influencing audits under the Sarbanes-Oxley Act... improper distributions...and more. Conflicts of interest--with examples of conflict of interest transactions, and discussion of loans to or by directors and officers...secret profits...and the duty to safeguard confidential or inside information-- plus, how certain transactions considered improper can be ratified and thus become legitimate. Federal securities laws--including everything from overviews of the laws, the SEC, and securities themselves-- to jurisdiction, pleading, remedies, and defenses in securities cases... criminal penalties...and attorneys' responsibilities regarding liability under Sarbanes-Oxley. Indemnification and insurance-- with discussion of mandatory and permissive indemnification and the scope of indemnification in various states... when a director may be indemnified even if not wholly successful in defense of an action...directors' and officers' liability insurance...types and extent of insurance coverage...tax law treatment...and exclusions. Tender offers--including antitakeover measures, two-tier and squeeze-out mergers, and golden parachute agreements, poison pill plans, and greenmail...potential liability in tender offers...and implementing mergers and acquisitions, with securities law, antitrust, tax, accounting, and labor law considerations.
Author: Robert F. Bruner
Publisher: John Wiley & Sons
ISBN: 0470452595
Category : Business & Economics
Languages : en
Pages : 439
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Book Description
A detailed look at the worst M&A deals ever and the lessons learned from them It's common knowledge that about half of all merger and acquisition (M&A) transactions destroy value for the buyer's shareholders, and about three-quarters fall short of the expectations prevailing at the time the deal is announced. In Deals from Hell, Robert Bruner, one of the foremost thinkers and educators in this field, uncovers the real reasons for these mishaps by taking a closer look at twelve specific instances of M&A failure. Through these real-world examples, he shows readers what went wrong and why, and converts these examples into cautionary tales for executives who need to know how they can successfully navigate their own M&A deals. These page-turning business narratives in M&A failure provide much-needed guidance in this area of business. By addressing the key factors to M&A success and failure, this comprehensive guide illustrates the best ways to analyze, design, and implement M&A deals. Filled with in-depth insights, expert advice, and valuable lessons gleaned from other M&A transactions, Deals from Hell helps readers avoid the common pitfalls associated with this field and presents them with a clear framework for thinking about how to make any M&A transaction a success.
Author: Michael E. S. Frankel
Publisher: John Wiley & Sons
ISBN: 9780470142424
Category : Business & Economics
Languages : en
Pages : 240
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Book Description
A behind-the-scenes look at the underlying roles of each player in a mergers and acquisitions transaction Mergers and Acquisitions Dealmaker explores the roles of the buyers and sellers involved in mergers and acquisitions as well as executive management, line management, and the corporate development team. Now in a second edition, this book provides readers with a "behind the scenes" look into the roles, approaches, and motivations of each key player in a strategic transaction, and provides strategies on building a successful team. Providing a unique insight into the various professionals that drive mergers and acquisitions, Mergers and Acquisitions Dealmakers is a valuable reference destined to become essential reading for anyone trying to understand how mergers and acquisitions actually work. Michael E.S. Frankel (Chicago, IL) is a seasoned corporate development executive with extensive experience in mergers and acquisitions, corporate strategy, and business development transactions. He has led over 100 transactions and has worked on hundreds more. He has executed transactions as an attorney, investment banker, and corporate development officer for VeriSign, GE Capital, and IRI, where he currently heads corporate development.
Author: Association of Life Insurance Medical Directors of America
Publisher:
ISBN:
Category : Life insurance
Languages : en
Pages : 476
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Book Description
Author: Hankyu Kim
Publisher:
ISBN:
Category :
Languages : en
Pages : 54
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Book Description
