The Foundations of Freezeout Laws in Takeovers PDF Download
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Author: Yakov Amihud
Publisher:
ISBN:
Category :
Languages : en
Pages : 31
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Book Description
We provide an economic basis for permitting freeze outs of non-tendering shareholdersfollowing successful takeovers. We describe a specific freeze out mechanism based on easily verifiable information that induces desirable efficiency and welfare properties in models of both corporations with widely dispersed shareholdings and corporations with large pivotal shareholders. The mechanism dominates previous proposals along some important dimensions. We also examine takeover premia that arise in the presence of competition among raiders. Our mechanism is closely related to the practice of takeover law in the U.S.; thus, our analysis may be thought of as analyzing the economic foundations of current regulations.
Author: Yakov Amihud
Publisher:
ISBN:
Category :
Languages : en
Pages : 31
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Book Description
We provide an economic basis for permitting freeze outs of non-tendering shareholdersfollowing successful takeovers. We describe a specific freeze out mechanism based on easily verifiable information that induces desirable efficiency and welfare properties in models of both corporations with widely dispersed shareholdings and corporations with large pivotal shareholders. The mechanism dominates previous proposals along some important dimensions. We also examine takeover premia that arise in the presence of competition among raiders. Our mechanism is closely related to the practice of takeover law in the U.S.; thus, our analysis may be thought of as analyzing the economic foundations of current regulations.
Author: Yakov Amihud
Publisher:
ISBN:
Category :
Languages : en
Pages : 25
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Book Description
We provide an economic basis for permitting freezeouts of non-tendering shareholders following successful takeovers. We describe a specific freezeout mechanism that is based on easily verifiable information, making it simple to implement in practice. We show that this mechanism induces desirable efficiency and welfare properties in models of both corporations with widely-dispersed shareholdings (as in Grossman and Hart, 1980) and corporations with large pivotal shareholders (as in Bagnoli and Lipman, 1988), and that it strictly dominates previous proposals along some important dimensions. The mechanism we describe is very closely related to the practice of takeover law in the US.
Author: Yakov Amihud
Publisher:
ISBN:
Category : Consolidation and merger of corporations
Languages : en
Pages : 22
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Book Description
Author: Martin Lipton
Publisher: Law Journal Press
ISBN: 9781588520050
Category : Business & Economics
Languages : en
Pages : 1168
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Book Description
Takeovers & Freezeouts addresses important legal developments concerning topics such as: Sarbanes-Oxley, reducing vulnerability to hostile takeovers, specific responses to overtures and takeover bids.
Author: Martin Lipton
Publisher:
ISBN:
Category : Tender offers (Securities)
Languages : en
Pages :
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Book Description
Author: Martin Lipton
Publisher:
ISBN:
Category :
Languages : en
Pages :
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Book Description
Author:
Publisher:
ISBN:
Category : Consolidation and merger of corporations
Languages : en
Pages : 364
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Book Description
Author: Patrick S. McGurn
Publisher:
ISBN:
Category : Consolidation and merger of corporations
Languages : en
Pages : 400
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Book Description
Author: Reinier Kraakman
Publisher: OUP Oxford
ISBN: 0191582778
Category : Law
Languages : en
Pages : 578
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Book Description
This is the long-awaited second edition of this highly regarded comparative overview of corporate law. This edition has been comprehensively updated to reflect profound changes in corporate law. It now includes consideration of additional matters such as the highly topical issue of enforcement in corporate law, and explores the continued convergence of corporate law across jurisdictions. The authors start from the premise that corporate (or company) law across jurisdictions addresses the same three basic agency problems: (1) the opportunism of managers vis-à-vis shareholders; (2) the opportunism of controlling shareholders vis-à-vis minority shareholders; and (3) the opportunism of shareholders as a class vis-à-vis other corporate constituencies, such as corporate creditors and employees. Every jurisdiction must address these problems in a variety of contexts, framed by the corporation's internal dynamics and its interactions with the product, labor, capital, and takeover markets. The authors' central claim, however, is that corporate (or company) forms are fundamentally similar and that, to a surprising degree, jurisdictions pick from among the same handful of legal strategies to address the three basic agency issues. This book explains in detail how (and why) the principal European jurisdictions, Japan, and the United States sometimes select identical legal strategies to address a given corporate law problem, and sometimes make divergent choices. After an introductory discussion of agency issues and legal strategies, the book addresses the basic governance structure of the corporation, including the powers of the board of directors and the shareholders meeting. It proceeds to creditor protection measures, related-party transactions, and fundamental corporate actions such as mergers and charter amendments. Finally, it concludes with an examination of friendly acquisitions, hostile takeovers, and the regulation of the capital markets.
Author: Stephen M. Bainbridge
Publisher:
ISBN:
Category : Business & Economics
Languages : en
Pages : 308
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Book Description
This book is designed for law students taking an advanced business law course such as Mergers & Acquisitions or Corporate Finance, with a primary emphasis on corporate and securities law issues. While the text has a strong emphasis on the doctrinal issues taught in today's M&A classes, it also places significant emphasis on providing an economic analysis of the major issues in that course. The text thus offers not only with an overview of the black letter law, but also a unifying method of thinking about the subject.
