takeovers and the european legal framework a british perspective

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Takeovers And The European Legal Framework

Author : Jonathan Mukwiri
ISBN : 9781134007806
Genre : Business & Economics
File Size : 24. 25 MB
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Since the implementation of the European Directive on Takeover Bids, a European common legal framework governs regulation of takeovers in EU Members States. The European Directive on Takeover Bids was adopted in April 2004, and implemented in the UK and in other Member States on 20th May 2006. The Directive seeks to regulate takeovers by way of protecting investors, and harmonising takeover laws in Europe. In facilitating the restructuring of companies through takeovers, the Directive aims at reinforcing the free movement of capital. Takeovers and the European Legal Framework studies the European Community Directive on Takeover Bids, in order to provide greater understanding of both the impact and effect of the European legal framework of takeover regulation. It firstly looks at the Directive from a British perspective, focusing on the impact of the transposition of the Takeover Directive into the UK. The book examines the provisions of the City Code on Takeovers and Mergers, and discusses the takeover provisions in the Companies Act 2006 that implement the Takeover Directive in the UK, arguing that the Directive will provide a new basis for UK takeover regulation, and that the system will work well. Jonathan Mukwiri goes on to consider the Directive in relation to the EU, arguing that despite its deficiencies, in that Member States are free to opt to restrict takeovers, the Directive provides a useful legal framework by which takeovers are regulated in different jurisdictions. Mukwiri highlights how the freedoms of the EC Treaty and EU Directives interact, and the effects of the Takeover Directive on political considerations in the law-making process in European Community. Moreover, he argues that the future of EU takeover regulation is likely to follow the lead of the UK, making this book relevant to a wide range of policy makers and academics across Europe.

Eu Law And The Harmonization Of Takeovers In The Internal Market

Author : Thomas Papadopoulos
ISBN : 9789041133403
Genre : Business & Economics
File Size : 77. 19 MB
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Analysing the Takeover Bid Directive in light of EU Law, this important monograph examines the extent to which the Directive facilitates the exercise of the fundamental freedom of establishment and the free movement of capital in the internal market. The analysis begins with a discussion of the fundamental freedom of establishment of companies, as well as of the legal bases for the harmonization of company law and capital markets law at the EU level. Additionally, the significance of corporate mobility and of the freedom of establishment case law of the European Court of Justice for the takeover process is analysed. The author shows that, far from achieving market integration in the field of EU company law, the Takeover Bid Directive is a compromise resulting from the very different legal and policy approaches of the Member States in the field of takeover regulation. Although some provisions of the Directive are obligatory for all Member States, two key provisions have been made optional: the non-frustration rule, which requires a board of directors to obtain the prior authorization of a general meeting of shareholders before taking any action that could result in the frustration of the bid; and the breakthrough rule, which restricts significant transfer and voting rights during the time allowed for acceptance of the bid.

Comparative Takeover Regulation

Author : Umakanth Varottil
ISBN : 9781107195271
Genre : Business & Economics
File Size : 77. 94 MB
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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.

The British National Bibliography

Author : Arthur James Wells
ISBN : STANFORD:36105211722686
Genre : English literature
File Size : 42. 39 MB
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National Corporate Law In A Globalised Market

Author : David Milman
ISBN : 9781849802253
Genre : Law
File Size : 48. 15 MB
Format : PDF
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This is an ambitious, original, fascinating and eminently readable study of UK company law in its European and international context. As well as doctrinal company law (whether purely domestic or European), it touches on theory and other laws, especially insolvency, fiscal and private international law affecting the corporate form. It provides insights that will be of interest and use to academic company lawyers across the world and should be on the reading list for any postgraduate course on company law. John Birds, University of Manchester, UK In this book, David Milman explains the significant impact and effect of global trends on the regulation and implementation of UK corporate law, exposing both the historical and future advancement of the global convergence (and divergence) of corporate principles in jurisdictions across the world. The treatment of the subject area is unique, informative and a compelling read. The exposition of the subject matter is thought provoking. The book is comprehensively crafted, exhibiting the author s enviable ability to import detailed and complex issues into a most readable text. Stephen Griffin, University of Wolverhampton, UK In this timely book, David Milman considers how UK corporate law has been affected by the forces of globalisation, arguing that this is not a new development, but rather is part of an historical continuum. He examines corporate law regulatory strategy in general, treatment of foreign shareholders and multinational groups, aspects of private international law and issues connected with cross border insolvency. The substantive chapters cover a full range of issues, from the harmonisation of corporate law, and the common denominators in corporate law principles, to the regulation of overseas companies and foreign stakeholders and transnational cooperation. The book concludes with a consideration of the wider issue of convergence in corporate law and examines whether total convergence is a realistic possibility. National Corporate Law in a Globalised Market is set against the backdrop of the progressive implementation of the Companies Act 2006 and the turmoil of the current world financial crisis. With a scholarly review of current theoretical and policy issues in corporate law this book will be an invaluable resource tool for academics and advanced students as well as practitioners.

Practising Law Institute S Annual Institute On Securities Regulation In Europe

Author :
ISBN : STANFORD:36105134424980
Genre : Securities
File Size : 22. 17 MB
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Corporate Governance And Development

Author : Thankom Arun
ISBN : 9781848449022
Genre : Business & Economics
File Size : 29. 1 MB
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This book analyses the complex relationship between corporate governance and economic development by focusing on the reform of corporate governance, the role of the legal system, and the interconnections with the financial system. Corporate governance has a central role to play in helping to increase the flow and lower the cost of the financial capital that firms need to finance their investment activity. The importance of this role has grown considerably in recent years, and the findings of this book emphasize that the standard of corporate governance matters significantly for developing countries. The editors rediscover that improved corporate governance can contribute to sustained productivity growth and stability of institutions. This timely and insightful book offers a one-stop reference guide for practitioners, academics, researchers, donor agencies and those who are interested in understanding the multi-dimensional and interdisciplinary aspects of corporate governance.

Takeovers

Author : Gary Eaborn
ISBN : 1405737875
Genre : Consolidation and merger of corporations
File Size : 42. 1 MB
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This practical title provides a comprehensive statement of the legal considerations applicable to the takeover of a public company in the UK. Written by leading practitioners in the field, it covers the regulatory framework and the way in which takeovers work in practice (including tax and accountancy, employment and competition issues); with detailed exposition of the relevant company law considerations, merger control processes, Takeover Directives, disclosure and transparency rules, EU regulations and much more including a new chapter on pensions. This second edition guides you thoroughly through all the steps required in a takeover, including in-depth coverage of areas such as schemes of arrangement, directors’ duties and compulsory acquisitions. An essential work for anyone involved, or about to be involved, in mergers and acquisitions, it includes broad commentary on EU regulations and their impact within the UK market.New to this edition:* Companies Act 2006* Takeover Directive* Disclosure & Transparency Rules* Abolition of Rules governing substantial acquisitions of shares* Changes to code to provide for disclosures of dealings in derivatives* Schemes* Changes to The Takeover Code following consultation* Developments of practice (competing schemes, implementation agreements)* Prospectus Directive* Tables of references to Code rules

Rethinking Corporate Governance

Author : Alessio Pacces
ISBN : 9781135099411
Genre : Law
File Size : 57. 18 MB
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The standard approach to the legal foundations of corporate governance is based on the view that corporate law promotes separation of ownership and control by protecting non-controlling shareholders from expropriation. This book takes a broader perspective by showing that investor protection is a necessary, but not sufficient, legal condition for the efficient separation of ownership and control. Supporting the control powers of managers or controlling shareholders is as important as protecting investors from the abuse of these powers. Rethinking Corporate Governance reappraises the existing framework for the economic analysis of corporate law based on three categories of private benefits of control. Some of these benefits are not necessarily bad for corporate governance. The areas of law mainly affecting private benefits of control – including the distribution of corporate powers, self-dealing, and takeover regulation – are analyzed in five jurisdictions, namely the US, the UK, Italy, Sweden, and the Netherlands. Not only does this approach to corporate law explain separation of ownership and control better than just investor protection; it also suggests that the law can improve the efficiency of corporate governance by allowing non-controlling shareholders to be less powerful.

Investors Chronicle

Author :
ISBN : UCLA:L0091536623
Genre : Investments
File Size : 84. 75 MB
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