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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: Thomas Böhm
Publisher: GRIN Verlag
ISBN: 3668964106
Category : Law
Languages : en
Pages : 31
Get Book Here
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: Thomas Böhm
Publisher: GRIN Verlag
ISBN: 3668962693
Category : Business & Economics
Languages : en
Pages : 31
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Book Description
Essay from the year 2018 in the subject Business economics - General, grade: A, University of Edinburgh (Edinburgh Law School), course: Corporation Law and Economics, language: English, abstract: This essay examines the question whether allowing directors to implement anti-takeover defences is beneficial for all corporate constituencies. Beginning with the classification of the topic in the law and economics context of the market for corporate control in Chapter 2, I will briefly outline in Chapter 3 the scenarios in which anti-takeover defences usually come into operation, namely hostile takeovers. Chapter 4 presents the most common anti-takeover defences and sets out the legal framework to what extent directors are permitted to adopt such defences in accordance with the applicable law. A distinction is made between UK and US law, with the latter focussing on Delaware law, where more than a half of all US publicly traded corporations are established. The Delaware Court of Chancery and Supreme Court have developed an extraordinary body of jurisprudence concerning corporate takeovers and anti-takeover defences. Chapter 5 points out potential impacts on the various constituencies of a company and deals with the fact why their interests have to be regarded in the takeover context. Finally, Chapter 6 critically evaluates anti-takeover defences from different stakeholder perspectives and concludes that these are not beneficial for all corporate constituencies, but for directors only.
Author: Arthur Fleischer
Publisher: Aspen Publishers
ISBN:
Category : Business & Economics
Languages : en
Pages : 850
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Book Description
Author: Christopher M. Bruner
Publisher: Cambridge University Press
ISBN: 1107354900
Category : Law
Languages : en
Pages : 317
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Book Description
The corporate governance systems of Australia, Canada, the United Kingdom and the United States are often characterized as a single 'Anglo-American' system prioritizing shareholders' interests over those of other corporate stakeholders. Such generalizations, however, obscure substantial differences across the common-law world. Contrary to popular belief, shareholders in the United Kingdom and jurisdictions following its lead are far more powerful and central to the aims of the corporation than are shareholders in the United States. This book presents a new comparative theory to explain this divergence and explores the theory's ramifications for law and public policy. Bruner argues that regulatory structures affecting other stakeholders' interests - notably differing degrees of social welfare protection for employees - have decisively impacted the degree of political opposition to shareholder-centric policies across the common-law world. These dynamics remain powerful forces today, and understanding them will be vital as post-crisis reforms continue to take shape.
Author: Mark L. Sirower
Publisher: Simon and Schuster
ISBN: 1439137706
Category : Business & Economics
Languages : en
Pages : 321
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Book Description
With acquisition activity running into the trillions of dollars, it continues to be a favorite for corporate growth strategy, but creating shareholder value remains the most elusive outcome of these corporate strategies—after decades of research and billions of dollars paid in advisory fees, why do these major decisions continue to destroy value? Building on his groundbreaking research first cited in Business Week, Mark L. Sirower explains how companies often pay too much—and predictably never realize the promises of increased performance and competitiveness—in their quest to acquire other companies. Armed with extensive evidence, Sirower destroys the popular notion that the acquisition premium represents potential value. He provides the first formal and functional definition for synergy -- the specific increases in performance beyond those already expected for companies to achieve independently. Sirower's refreshing nuts-and-bolts analysis of the fundamentals behind acquisition performance cuts sharply through the existing folklore surrounding failed acquisitions, such as lack of "strategic fit" or corporate culture problems, and gives managers the tools to avoid predictable losses in acquisition decisions. Using several detailed examples of recent major acquisitions and through his masterful integration and extension of techniques from finance and business strategy, Sirower reveals: -The unique business gamble that acquisitions represent -The managerial challenges already embedded in current stock prices -The competitive conditions that must be met and the organizational cornerstones that must be in place for any possibility of synergy -The precise Required Performance Improvements (RPIs) implicitly embedded in acquisition premiums and the reasons why these RPIs normally dwarf realistic performance gains -The seductiveness and danger of sophisticated valuation models so often used by advisers The Synergy Trap is the first exposé of its kind to prove that the tendency of managers to succumb to the "up the ante" philosophy in acquisitions often leads to disastrous ends for their shareholders. Sirower shows that companies must meticulously plan—and account for huge uncertainties—before deciding to enter the acquisition game. To date, Sirower's work is the most comprehensive and rigorous, yet practical, analysis of the drivers of acquisition performance. This definitive book will become required reading for managers, corporate directors, consultants, investors, bankers, and academics involved in the mergers and acquisitions arena.
Author: Office of Office of the Comptroller of the Currency
Publisher:
ISBN: 9781083159205
Category :
Languages : en
Pages : 105
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Book Description
The Office of the Comptroller of the Currency (OCC) charters, regulates, and supervises all national banks and federal savings associations (collectively, banks), as well as federal branches and agencies of foreign banks. In regulating banks, the OCC has the power to:* examine the banks.* approve or deny applications for new charters, branches, capital, or otherchanges in corporate or banking structure.* take supervisory actions against banks that do not comply with lawsand regulations or that otherwise engage in unsafe or unsound practices.The OCC also can remove officers and directors, negotiate agreementsto change banking practices, and issue cease-and-desist (C&D) orders aswell as civil money penalties (CMP).* issue rules and regulations, legal interpretations, and corporate decisionsgoverning investments, lending, and other activities.Boards of directors play critical roles in the successful operation of banks. The OCC recognizes the challenges facing bank directors. The Director's Book: Role of Directors for National Banks and Federal Savings Associations helps directors fulfill their responsibilities in a prudent manner. This book provides an overview of the OCC, outlines directors' responsibilities as well as management's role, explains basic concepts and standards for safe and sound operation of banks, and delineates laws and regulations that apply to banks. To better understand a particular bank activity and its associated risks, directors should refer to the Comptroller's Handbook booklets, including the "Corporate and Risk Governance" booklet. For information generally found in board reports, including "red flags"--ratios or trends that may signal existing or potential problems--directors should refer to Detecting Red Flags in Board Reports: A Guide for Directors..
Author: Richard S. Ruback
Publisher: Palala Press
ISBN: 9781378121375
Category : History
Languages : en
Pages : 38
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Book Description
This work has been selected by scholars as being culturally important, and is part of the knowledge base of civilization as we know it. This work was reproduced from the original artifact, and remains as true to the original work as possible. Therefore, you will see the original copyright references, library stamps (as most of these works have been housed in our most important libraries around the world), and other notations in the work. This work is in the public domain in the United States of America, and possibly other nations. Within the United States, you may freely copy and distribute this work, as no entity (individual or corporate) has a copyright on the body of the work. As a reproduction of a historical artifact, this work may contain missing or blurred pages, poor pictures, errant marks, etc. Scholars believe, and we concur, that this work is important enough to be preserved, reproduced, and made generally available to the public. We appreciate your support of the preservation process, and thank you for being an important part of keeping this knowledge alive and relevant.
Author: Barry J. Reiter
Publisher: CCH Canadian Limited
ISBN: 9781553676935
Category : Business & Economics
Languages : en
Pages : 604
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Book Description
Author: Alan J. Auerbach
Publisher: University of Chicago Press
ISBN: 0226032167
Category : Business & Economics
Languages : en
Pages : 354
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Book Description
The takeover boom that began in the mid-1980s has exhibited many phenomena not previously observed, such as hostile takeovers and takeover defenses, a widespread use of cash as a means of payment for targeted firms, and the acquisitions of companies ranking among the largest in the country. With the aim of more fully understanding the implications of such occurances, contributors to this volume consider a broad range of issues as they analyze mergers and acquisitions and study the takeoveer process itself.
Author: Fred S. McChesney
Publisher: Edward Elgar Publishing
ISBN: 9781849801362
Category : Consolidation and merger of corporations
Languages : en
Pages : 0
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Book Description
This volume provides an essential overview of one of the most important developments in economics, finance and law of the past generation: the growing realization of how the market for corporate control functions and why its operation is of crucial importance. Presenting seventeen seminal contributions, the book illustrates the importance of corporate control changes - mergers, acquisitions and other takeovers - in helping to align the interests of corporate shareholders and their managers. The mechanics of various takeover techniques (poison pills, greenmail and other gambits) are also explored alongside empirical research concerning the functioning of the market for corporate control.
