Hostile Takeovers And Directors Duties
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The Takeover Dialogues
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Author : Edmund J. Kelly
language : en
Publisher: iUniverse
Release Date : 2001-01-28
The Takeover Dialogues written by Edmund J. Kelly and has been published by iUniverse this book supported file pdf, txt, epub, kindle and other format this book has been release on 2001-01-28 with categories.
A longtime critic of hostile cash takeovers of large corporations, Edmund Kelly believed that if the organized insincerity of advisors and corporate control entrepreneurs in the tight knit takeover community was told, this alone would contribute to a decline in the acceptance of the hostile bid as an acquisition method. Copies of The Takeover Dialogues were purchased primarily in 1988 by investment and commercial banking and corporate law firms, executives and business libraries. Prominent uninvited cash takeover bids averaged 17 a year for the period 1985 - 1988. There were 6 in 1989 and 2 in 1990. For the years 1991 -1999 they averaged 1.2 a year. In these carefully reasoned dialogues, Edmund Kelly also examines the impact of corporate raids on the business community and society. Kelly believes the ideal corporation translates capital and human energy into a community service institution that is ultimately greater than the sum of its parts. This book raises important questions of public policy about issues affecting the institutions upon which we all depend for our continued prosperity. It is important reading for anyone concerned about the future of corporate business in a capitalistic society.
Hostile Takeovers The Use Of Attack And Defence Strategies
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Author : Panagiotis Papadopoulos
language : en
Publisher: GRIN Verlag
Release Date : 2011-11
Hostile Takeovers The Use Of Attack And Defence Strategies written by Panagiotis Papadopoulos and has been published by GRIN Verlag this book supported file pdf, txt, epub, kindle and other format this book has been release on 2011-11 with Business & Economics categories.
Doctoral Thesis / Dissertation from the year 2011 in the subject Business economics - Accounting and Taxes, grade: 70, University of Westminster (Westminster Business School), course: MSc Finance and Accounting - Master Dissertation, language: English, abstract: The attack and defence strategies are of critical importance for the situation of a takeover-bid from the view of the target company or the investor (raider). They can be crucial factor whether the acquisition is successful or not. Several strategies are discussed and are evidenced on the basis of practical examples. Of special importance is the development of the bid premia during the takeover process and the impact to the shareholders wealth. It can be observed that through decades and several takeover waves in the 20th century specific defence strategies pointed out as favourites in use for target managers. This project reviews the motivations for hostile takeovers, structures the random literature in this field, discusses the effects and impacts of popular attacks and defences and showcases several high-profile takeover bids.
Hostile Takeovers
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Author : Tim Jenkinson
language : en
Publisher: McGraw-Hill Companies
Release Date : 1994
Hostile Takeovers written by Tim Jenkinson and has been published by McGraw-Hill Companies this book supported file pdf, txt, epub, kindle and other format this book has been release on 1994 with Business & Economics categories.
Many organizations find themselves open to a hostile takeover bid and this book, with a comprehensive case study approach, offers an understanding of what can happen, why and how to manoeuvre from under a hostile takeover.
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.
Takeovers
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Author : Meredith M. Brown
language : en
Publisher: Wolters Kluwer
Release Date : 2010-01-01
Takeovers written by Meredith M. Brown and has been published by Wolters Kluwer this book supported file pdf, txt, epub, kindle and other format this book has been release on 2010-01-01 with Business & Economics categories.
Demystify the takeover process with the straightforward guidance found in Aspen Publishersand’ Takeovers: A Strategic Guide to Mergers and Acquisitions, the definitive desk reference to managing the legal, regulatory, and economic aspects of todayand’s increasingly complex corporate combinations, including cross-border acquisitions. Using the expert insights in this guide to the takeover process, you will swiftly master the nomenclature, tempo of deal-making and techniques for closing in all types of business combinations.Takeovers: A Strategic Guide to Mergers and Acquisitions gives you a practical understanding of the critical procedures, issues, and laws both bidder and target corporations must consider, including: How tender offers are regulated Proxy contests The Hart-Scott-Rodino Act Strategic litigation Federal regulation of a targetand’s responses to a takeover Poison pills State takeover legislation Deal protections Directorsand’ duties Going private This updated Third Edition of Takeovers: A Strategic Guide to Mergers and Acquisitions expands the entire book with coverage of such topics as: Recent trends in mergers and acquisitions The impact of Rule 14d-10 on tender offers and proposed SEC amendments clarifying the rule Developments in insider trading law Proposed amendments to the proxy rules allowing delivery of proxy materials via the Internet Stockholder proposals relating to poison pills and majority voting Changes in the Hart- Scott-Rodino rules Political considerations in cross-border Mandamp;A and increased attention to the role of CFIUS How the Foreign Corrupt Practices Act and the USA Patriot Act have affected Mandamp;A Developments in the standards of judicial review applicable to director actions Developments relating to deal protection Changes in federal tax rules affecting business combinations
Corporate Takeover Law And Management Discipline
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Author : Francis A Okanigbuan Jnr
language : en
Publisher: Routledge
Release Date : 2019-12-06
Corporate Takeover Law And Management Discipline written by Francis A Okanigbuan Jnr and has been published by Routledge this book supported file pdf, txt, epub, kindle and other format this book has been release on 2019-12-06 with Law categories.
This book examines the effectiveness of corporate takeovers. The dominant ideologies of corporate takeovers include synergistic gains and its managerial disciplinary role. These dominant themes are being undermined by the challenges of costly acquisitions. The UK Takeover Code is a regulatory response to the role of managers of target companies only. Also, the regulatory framework for takeovers in the United States is largely focused on target companies. The book demonstrates that managements can influence the role of takeovers, thereby undermining its synergistic and disciplinary values. Presenting an identification and evaluation of the limits of current regulatory and judicial control over the role of management during takeovers in the UK and the US -Delaware, it will identify the relevance of institutional control as an effective mechanism for addressing the challenges of managerial influence over takeover functions. It will also identify how the role of managements can be addressed with the complementary benefit to shareholder and employee interests; thereby challenging the shareholder/ stakeholder primacy debate in corporate law, particularly in relation to takeovers. This book will be essential reading for scholars and students interested in the market for corporate control, corporate law and company law.
Hostile Takeovers And Directors Duties
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Author : Clément Smadja
language : en
Publisher:
Release Date : 2008
Hostile Takeovers And Directors Duties written by Clément Smadja and has been published by this book supported file pdf, txt, epub, kindle and other format this book has been release on 2008 with Consolidation and merger of corporations categories.
Hostile Takeovers And Fiduciary Duties Of The Board Of Directors
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Author : Blair E. F. Harding
language : en
Publisher:
Release Date : 1997
Hostile Takeovers And Fiduciary Duties Of The Board Of Directors written by Blair E. F. Harding and has been published by this book supported file pdf, txt, epub, kindle and other format this book has been release on 1997 with Consolidation and merger of corporations categories.
Defense Strategies Against Hostile Takeovers
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Author : Jan Steinbächer
language : en
Publisher: GRIN Verlag
Release Date : 2007-09
Defense Strategies Against Hostile Takeovers written by Jan Steinbächer and has been published by GRIN Verlag this book supported file pdf, txt, epub, kindle and other format this book has been release on 2007-09 with Business & Economics categories.
Bachelor Thesis from the year 2007 in the subject Business economics - Miscellaneous, grade: 94,0 %, International University of Monaco, 65 entries in the bibliography, language: English, abstract: Objective of this thesis was to identify the trends and developments of country-specific defense strategies against hostile takeovers and their determinants. Thus, it was necessary to analyze which possibilities of corporate defense would actually be feasible in certain countries. Defense strategies were subdivided into preventive and ad-hoc strategies. National characteristics and differentiators were shown and analyzed regarding their suitability as a defense measure. Especially in France and Germany the big influential players have been in a process of change: banks and governments are pursuing different investment strategies and companies loose their "systematic protection". The example of Germany illustrates that companies are looking for protective alternatives as old structures like the Rhenish capitalism are breaking up. The growth of M&A activities, especially of hostile takeovers, has affected national legislation to tighten their regulations; France has lifted barriers regarding takeovers (both friendly and hostile) regarding 11 specific industries at the time being. This example illustrates the increasingly protectionist behavior in Europe on a governmental level. Corporate Governance generally takes shareholders more and more into consideration regarding the vote on the adoption of defense measures and golden parachutes. In the US, companies started to diminish golden parachutes as a result of the proposal of activist shareholders. In many European countries, however, there are still enough loopholes to avoid foregone shareholder voting. A contrary trend is to be seen in the US, where poison pills are diminished on a fast pace. In addition, shareholders vote increasingly in favor of declassified boards. Golden parachutes are still prevalent, but not
The Law And Economics Of Takeovers
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Author : Athanasios Kouloridas
language : en
Publisher: Bloomsbury Publishing
Release Date : 2008-05-19
The Law And Economics Of Takeovers written by Athanasios Kouloridas and has been published by Bloomsbury Publishing this book supported file pdf, txt, epub, kindle and other format this book has been release on 2008-05-19 with Law categories.
This book studies takeovers from the acquirer's perspective. More precisely the book focuses on the legal and regulatory treatment of the risks faced by the acquiring company shareholders in takeovers. The identified risks are categorised into two main groups: first, risks generated by managerial choices and second, regulatory or external risks. The analysis considers the legal context but also draws on the economic literature, seeking to map the area under consideration and to suggest measures to improve the present position from both a law and economics perspective. More specifically, the book examines various methods of protecting the acquiring shareholders against value-decreasing or self-interested acquisitions, such as the class transaction rules, fiduciary duties, the acquiring directors' responsibilities under the Takeover Code, the court scheme procedure, the role of institutional shareholders and reward strategies, and methods of making the acquiring directors more exposed to the discipline of the market. The effects of the choice of the medium of payment are also covered. In addition, it covers the Code's position with regard to auction situations and seeks to identify ways of addressing the acquiring shareholders' interests in auctions, including auctions where buyout teams or white Knights are involved. Moreover it identifies situations where deviations from horizontal equality rules, which increase takeover premia, are or should be recognised. To that effect the Code's rules on mandatory bids, the determination of the price and the form of payment offered, partial offers and squeeze outs are considered. In addition, it covers the Code's position with regards to auction situations and seeks to identify ways of addressing the acquiring shareholders' interests in auctions, including auctions where buyout teams or White Knights are involved. Moreover it identifies situations where deviations from horizontal equality rules, which increase takeover premia, are or should be recognised. To that effect the Code's rules on mandatory bids, the determination of the price and the form of payment offered, partial offers and squeeze outs are considered. The analysis covers both hostile and friendly situations. In relation to hostile takeovers, the legal and regulatory framework of toehold strategies is analysed (Code's requirements, Disclosure Rules and Companies Act disclosure requirements etc). Market Abuse issues in relation to stake building are also highlighted. In relation to friendly takeovers the operation of lock-up agreements and break fees (Code's requirements, fiduciary law, financial assistance and other contract law concerns), is also explored. Finally, the Panel's position on adverse changes, pre-conditions and conditions which the offer can be subject to and the bidder's exposure to Material Adverse Change risk are assessed. The book discusses developments in the area under consideration including the Takeover Code regime after the implementation of the Takeover Directive and the Companies Act 2006.