Comparative Takeover Regulation


Book Description

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.







Comparative Takeover Regulation and the Concept of 'Control'


Book Description

The mandatory bid rule (MBR), one of the basic tenets of takeover regulation, obligates an acquirer who obtains 'control' over a target company to make an offer to acquire the shares of the remaining shareholders. What amounts to 'control' is far from clear; some jurisdictions follow a quantitative approach based on a specific shareholding threshold such as 30% voting rights, while others follow a qualitative approach through a subjective determination based on several factors, such as the specific rights available to an acquirer under a shareholders' agreement or the constitutional documents of a target.The goal of this article is to consider the merits and demerits of these approaches. It seeks to do so by examining various models adopted in jurisdictions for pegging 'control' so as to invoke the MBR. It delves into the regulatory experience in India as that jurisdiction not only adopts a combined approach (taking into account both the quantitative and qualitative tests for control), but has also been subject to a great deal of controversy and litigation in recent years that have helped tease out the jurisprudential contours of the concept. It concludes with a normative assessment that points towards partial harmonisation.




Takeover Laws and Financial Development


Book Description

The issue of "an appropriate" legal framework, especially in the case of the takeover market, has been poorly studied in the case of emerging markets, yet it is of immediate relevance and practical policymaker interest. The study makes a first attempt to analyze takeover regulations in a comparative context across 50 countries. It proposes a methodology to create a detailed index on the most salient features of capital market laws, and illustrates the approach on the case of takeover legislation. The methodology allows better understanding of the impact of laws on markets and development, allows a detailed quantification of a given regulation, in this case takeover market rules, and helps determine relevant policy implications. Specifically, the framework permits the exploration of the effects of individual regulations, their substitutability and interplay, as well as the overall extent of friendliness of the laws to investors, or particular groups thereof (such as minority shareholders), and the links of specialized regulation with the overall legal system. Finally, the study explores the effect of the investor-friendliness of takeover laws on stock market development.




Takeover Law in the UK, the EU and China


Book Description

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.










Comparative Company Law


Book Description

Presents in-depth, comparative analyses of German, UK and US company laws illustrated by leading cases, with German cases in English translation.







European Takeovers


Book Description

'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.