A Critical Assessment Of The Role Of Directors In Relation To Takeovers Of Public Companies
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A Critical Assessment Of The Role Of Directors In Relation To Takeovers Of Public Companies
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Author : Thomas Böhm
language : en
Publisher: GRIN Verlag
Release Date : 2019-06-24
A Critical Assessment Of The Role Of Directors In Relation To Takeovers Of Public Companies written by Thomas Böhm and has been published by GRIN Verlag this book supported file pdf, txt, epub, kindle and other format this book has been release on 2019-06-24 with Law categories.
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.
Directing Public Companies
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Author : Janice Dean
language : en
Publisher: Routledge
Release Date : 2001
Directing Public Companies written by Janice Dean and has been published by Routledge this book supported file pdf, txt, epub, kindle and other format this book has been release on 2001 with Law categories.
This book examines the legal duties of Directors Of Public Companies in the light of the stakeholder approach to the firm. It considers the theory that directors are not simply agents of corporate shareholders,but have a duty to take into consideration and, where appropriate, balance the interests of several constituencies, each of which has a legitimate stake in the company, its activities and its development. This book is essentially the first to relate the stakeholding arguments and Third Way politics, as popularised by commentators such as Will Hutton and Anthony Giddens, to the prospects for reform of company law in an authoritative but accessible format. It is an ideal text for company law, business and politics students, both undergraduate and postgraduate, and will also provide companies with a straightforward and welcome guide to this often complex area, particularly to the important issues of accountability and regulation.
Takeover Defense
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Author : Arthur Fleischer
language : en
Publisher: Aspen Publishers
Release Date : 1990
Takeover Defense written by Arthur Fleischer and has been published by Aspen Publishers this book supported file pdf, txt, epub, kindle and other format this book has been release on 1990 with Consolidation and merger of corporations categories.
Comparative Takeover Regulation
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Author : Umakanth Varottil
language : en
Publisher: Cambridge University Press
Release Date : 2017-10-26
Comparative Takeover Regulation written by Umakanth Varottil and has been published by Cambridge University Press this book supported file pdf, txt, epub, kindle and other format this book has been release on 2017-10-26 with Business & Economics categories.
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 Company Law
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Author : Andreas Cahn
language : en
Publisher: Cambridge University Press
Release Date : 2018-10-04
Comparative Company Law written by Andreas Cahn and has been published by Cambridge University Press this book supported file pdf, txt, epub, kindle and other format this book has been release on 2018-10-04 with Law categories.
Presents in-depth, comparative analyses of German, UK and US company laws illustrated by leading cases, with German cases in English translation.
Corporate Governance In The Common Law World
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Author : Christopher M. Bruner
language : en
Publisher: Cambridge University Press
Release Date : 2013-03-29
Corporate Governance In The Common Law World written by Christopher M. Bruner and has been published by Cambridge University Press this book supported file pdf, txt, epub, kindle and other format this book has been release on 2013-03-29 with Law categories.
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.
Corporate Finance Law
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Author : Louise Gullifer
language : en
Publisher: Bloomsbury Publishing
Release Date : 2020-03-19
Corporate Finance Law written by Louise Gullifer and has been published by Bloomsbury Publishing this book supported file pdf, txt, epub, kindle and other format this book has been release on 2020-03-19 with Law categories.
The third edition of this acclaimed book continues to provide a discussion of key theoretical and policy issues in corporate finance law. It has been fully updated to reflect developments in the law and the markets. One of the book's distinctive features is its equal coverage of both the equity and debt sides of corporate finance law, and it seeks, where possible, to compare and contrast the two. This book covers a broad range of topics regarding the debt and equity-raising choices of companies of all sizes, from SMEs to the largest publicly traded enterprises, and the mechanisms by which those providing capital are protected. Each chapter provides a critical analysis of the present law to enable the reader to understand the difficulties, risks and tensions in this area, and the attempts by the legislature, regulators and the courts, as well as the parties involved, to deal with them. The book will be of interest to practitioners, academics and students engaged in the practice and study of corporate finance law.
Takeover Laws And Financial Development
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Author : Tatiana Nenova
language : en
Publisher: World Bank Publications
Release Date : 2006
Takeover Laws And Financial Development written by Tatiana Nenova and has been published by World Bank Publications this book supported file pdf, txt, epub, kindle and other format this book has been release on 2006 with Acquisition categories.
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.
Directors Duties In Canada
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Author : Barry J. Reiter
language : en
Publisher: CCH Canadian Limited
Release Date : 2006
Directors Duties In Canada written by Barry J. Reiter and has been published by CCH Canadian Limited this book supported file pdf, txt, epub, kindle and other format this book has been release on 2006 with Business & Economics categories.
Corporate Governance Of Listed Companies In China Self Assessment By The China Securities Regulatory Commission
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Author : OECD
language : en
Publisher: OECD Publishing
Release Date : 2011-09-22
Corporate Governance Of Listed Companies In China Self Assessment By The China Securities Regulatory Commission written by OECD and has been published by OECD Publishing this book supported file pdf, txt, epub, kindle and other format this book has been release on 2011-09-22 with categories.
By assessing a broad range of laws, regulations and codes, this book provides a valuable reference for understanding how much has been achieved in Chinese corporate governance and the main ambitions of future reform efforts.