Author: Jocelyn Duane EvansPublisher:
ISBN:
Category : Consolidation and merger of corporations
Languages : en
Pages : 170
Book Description
Agency Costs, Antitakeover Techniques and the Market for Corporate Control
Author: Jocelyn Duane EvansPublisher:
ISBN:
Category : Consolidation and merger of corporations
Languages : en
Pages : 170
Book Description
A critical analysis of whether allowing directors to implement anti-takeover defences is beneficial for all corporate constituencies
Author: Thomas BöhmPublisher: GRIN Verlag
ISBN: 3668962693
Category : Business & Economics
Languages : en
Pages : 31
Book Description
Essay from the year 2018 in the subject Business economics - General, grade: A, University of Edinburgh (Edinburgh Law School), course: Corporation Law and Economics, language: English, abstract: This essay examines the question whether allowing directors to implement anti-takeover defences is beneficial for all corporate constituencies. Beginning with the classification of the topic in the law and economics context of the market for corporate control in Chapter 2, I will briefly outline in Chapter 3 the scenarios in which anti-takeover defences usually come into operation, namely hostile takeovers. Chapter 4 presents the most common anti-takeover defences and sets out the legal framework to what extent directors are permitted to adopt such defences in accordance with the applicable law. A distinction is made between UK and US law, with the latter focussing on Delaware law, where more than a half of all US publicly traded corporations are established. The Delaware Court of Chancery and Supreme Court have developed an extraordinary body of jurisprudence concerning corporate takeovers and anti-takeover defences. Chapter 5 points out potential impacts on the various constituencies of a company and deals with the fact why their interests have to be regarded in the takeover context. Finally, Chapter 6 critically evaluates anti-takeover defences from different stakeholder perspectives and concludes that these are not beneficial for all corporate constituencies, but for directors only.
Mergers and the Market for Corporate Control
Author: Fred S. McChesneyPublisher: Edward Elgar Publishing
ISBN: 9781849801362
Category : Consolidation and merger of corporations
Languages : en
Pages : 0
Book Description
This volume provides an essential overview of one of the most important developments in economics, finance and law of the past generation: the growing realization of how the market for corporate control functions and why its operation is of crucial importance. Presenting seventeen seminal contributions, the book illustrates the importance of corporate control changes - mergers, acquisitions and other takeovers - in helping to align the interests of corporate shareholders and their managers. The mechanics of various takeover techniques (poison pills, greenmail and other gambits) are also explored alongside empirical research concerning the functioning of the market for corporate control.
An Overview of Takeover Defenses
Author: Richard S. RubackPublisher: Palala Press
ISBN: 9781378121375
Category : History
Languages : en
Pages : 38
Book Description
This work has been selected by scholars as being culturally important, and is part of the knowledge base of civilization as we know it. This work was reproduced from the original artifact, and remains as true to the original work as possible. Therefore, you will see the original copyright references, library stamps (as most of these works have been housed in our most important libraries around the world), and other notations in the work. This work is in the public domain in the United States of America, and possibly other nations. Within the United States, you may freely copy and distribute this work, as no entity (individual or corporate) has a copyright on the body of the work. As a reproduction of a historical artifact, this work may contain missing or blurred pages, poor pictures, errant marks, etc. Scholars believe, and we concur, that this work is important enough to be preserved, reproduced, and made generally available to the public. We appreciate your support of the preservation process, and thank you for being an important part of keeping this knowledge alive and relevant.
The Oxford Handbook of Corporate Governance
Author: Mike WrightPublisher: OUP Oxford
ISBN: 0191649368
Category : Business & Economics
Languages : en
Pages : 832
Book Description
The behavior of managers-such as the rewards they obtain for poor performance, the role of boards of directors in monitoring managers, and the regulatory framework covering the corporate governance mechanisms that are put in place to ensure managers' accountability to shareholder and other stakeholders-has been the subject of extensive media and policy scrutiny in light of the financial crisis of the early 2000s. However, corporate governance covers a much broader set of issues, which requires detailed assessment as a central issue of concern to business and society. Critiques of traditional governance research based on agency theory have noted its "under-contextualized" nature and its inability to compare accurately and explain the diversity of corporate governance arrangements across different institutional contexts. The Oxford Handbook of Corporate Governance aims at closing these theoretical and empirical gaps. It considers corporate governance issues at multiple levels of analysis-the individual manager, firms, institutions, industries, and nations-and presents international evidence to reflect the wide variety of perspectives. In analyzing the effects of corporate governance on performance, a variety of indicators are considered, such as accounting profit, economic profit, productivity growth, market share, proxies for environmental and social performance, such as diversity and other aspects of corporate social responsibility, and of course, share price effects. In addition to providing a high level review and analysis of the existing literature, each chapter develops an agenda for further research on a specific aspect of corporate governance. This Handbook constitutes the definitive source of academic research on corporate governance, synthesizing studies from economics, strategy, international business, organizational behavior, entrepreneurship, business ethics, accounting, finance, and law.
Corporate Takeovers, the Commerce Clause, and the Efficient Anonymity of Shareholders
Author: J. Gregory SidakPublisher:
ISBN:
Category :
Languages : en
Pages : 0
Book Description
Antitakeover laws reduce the possibility of competition in the market for corporate control and thereby deny shareholders a significant opportunity to lower the cost of specifying and monitoring managerial performance. However, state legislatures evidently think that antitakeover laws generate benefits or else they would not enact them, as Indiana did in 1986. Empirical evidence suggests that Indiana's law - and laws patterned after it - would harm certain parties. By impeding the market for control of Indiana corporations, Indiana's antitakeover statute would be expected to reduce the wealth of shareholders of Indiana corporations. This diminution in wealth occurs because a corporation's shares are more valuable when the possibility exists that a rival team of managers might take control and manage the corporation's assets more profitably. Although Indiana is free to subsidize one in-state constituency at the expense of another, it is not free to effect the subsidy at the expense of out-of-state parties. The Supreme Court has long interpreted the ᑽormantň or Ňnegativeň commerce clause of the Constitution to limit a state's power to regulate or impede interstate commerce. In Pike v. Bruce Church, the Court expressed this inferred limitation on interstate exploitation in terms of an explicit cost-benefit balancing test: ŇWhere the statute regulates evenhandedly to effectuate a legitimate local public interest, and its effects on interstate commerce are only incidental, it will be upheld unless the burden imposed on such commerce is clearly excessive in relation to the putative local benefits.ň The doctrine of the dormant commerce clause is necessary in a federal system of representative government. State regulations sometimes harm other jurisdictions. For some of these externalities the causal link between state action and extrajurisdictional harm is subtle, either because the victims are diffuse and physically distant from the source of the harm or because the harm is first transmitted into a common pool, such as an organized market or exchange. Externalities from state antitakeover statutes are particularly troublesome in this respect. In 1982, the Supreme Court held in Edgar v. MITE Corp. that an Illinois statute that directly regulated corporate takeovers violated the dormant commerce clause. Some states subsequently enacted Ňsecond generationň antitakeover statutes, which purport to regulate only a corporation's structure and the rights of its shareholders - both traditional issues of state law. When one of these statutes was challenged, the Court reversed course, holding in 1987 in CTS Corp. v. Dynamics Corp. of America that Indiana's second generation antitakeover statute did not violate the dormant commerce clause. Although the CTS majority never explicitly said that it was using the Pike test to balance out-of-state costs against in-state benefits, it nevertheless concluded that, Ňto the limited extent that the Act affects interstate commerce, this is justified by the State's interests in defining the attributes of shares in its corporations and in protecting shareholders.ň Much scholarly criticism of CTS has focused on Justice Scalia's argument in his concurrence that the Court should not even undertake the balancing analysis articulated in Pike. Our focus is different. We do not dispute the Court's selection of constitutional doctrine; rather, we dispute the credibility of its application of that doctrine to Indiana's antitakeover legislation. We examine the costs and benefits of the Indiana antitakeover statute and conclude that a neutral application of the Pike test in CTS should have produced a very different result as a matter of constitutional law. Furthermore, we believe that our study demonstrates that Pike balancing is empirically possible in corporate control cases, even if it is used only prescriptively as the justification for a simpler formulation of the applicable legal rule. In Part I we theorize that the anonymity of shareholders, which second generation antitakeover statutes like Indiana's diminish, is an efficient attribute of the corporate form that increases shareholder wealth by enhancing liquidity and thereby facilitating corporate control transactions. In Part II we test empirically whether Indiana's antitakeover statute increased or decreased the wealth of shareholders of Indiana corporations. We find that the statute cost those shareholders $2.41 billion in market value, which is about 6% of a portfolio that would have been worth $43.11 billion without the statute. Because only a small percentage of the shareholders of Indiana corporations resides in Indiana, almost all of this loss befell shareholders residing in other states, creating an interstate externality of vast proportions. In Part III we argue that it is highly unlikely as an empirical matter that the local benefits of the Indiana statute ᑼlearlyň exceeded the costs imposed on nonresidents, as Pike supposedly requires. Thus, if Pike is still valid precedent (despite being neglected by the majority in CTS and repudiated by Justice Scalia in his concurrence), our empirical evidence supports the conclusion that, as a matter of constitutional law, CTS was wrong in holding that Indiana's statute does not violate the dormant commerce clause. This result raises new doubt about the constitutionality of other antitakeover statutes.
Mergers, Acquisitions, and Other Restructuring Activities
Author: Donald DePamphilisPublisher: Academic Press
ISBN: 0123854857
Category : Business & Economics
Languages : en
Pages : 784
Book Description
Two strengths distinguish this textbook from others. One is its presentation of subjects in the contexts wherein they occur. The other is its use of current events. Other improvements have shortened and simplified chapters, increased the numbers and types of pedagogical supplements, and expanded the international appeal of examples.
SEC News Digest
Author: United States. Securities and Exchange CommissionPublisher:
ISBN:
Category : Securities
Languages : en
Pages : 504
Book Description
Lists documents available from Public Reference Section, Securities and Exchange Commission.
Governance and the Market for Corporate Control
Author: John L. TeallPublisher: Routledge
ISBN: 1317834712
Category : Business & Economics
Languages : en
Pages : 288
Book Description
Governance and the Market for Corporate Control is a textbook for use on business courses dealing with mergers, acquisitions, governance restructuring and corporate control. Three key features distinguish this book from competing texts. First, following up on recent developments in the corporate arena, it places a heavy emphasis on managerial compensation, incentives and corporate performance. Second, its conciseness allows for flexibility of use. Third, its coverage is broad and examines many topics including: significant discussions of corporate governance power and voting managerial compensation takeovers going private transactions corporate restructuring event study methodology. As well as combining theoretical, empirical, quantitative and practitioner-oriented matter, the material in this key book provides the academic foundation necessary to ensure students’ understanding of important concepts.
The Predators' Ball
Author: Connie BruckPublisher: Simon & Schuster
ISBN: 1982144262
Category : Business & Economics
Languages : en
Pages : 400
Book Description
“Connie Bruck traces the rise of this empire with vivid metaphors and with a smooth command of high finance’s terminology.” —The New York Times “The Predators’ Ball is dirty dancing downtown.” —New York Newsday From bestselling author Connie Bruck, The Predators’ Ball dramatically captures American business history in the making, uncovering the philosophy of greed that dominated Wall Street in the 1980s. During the 1980s, Michael Milken at Drexel Burnham Lambert was the Billionaire Junk Bond King. He invented such things as “the highly confident letter” (“I’m highly confident that I can raise the money you need to buy company X”) and the “blind pool” (“Here’s a billion dollars: let us help you buy a company”), and he financed the biggest corporate raiders—men like Carl Icahn and Ronald Perelman. And then, on September 7, 1988, things changed... The Securities and Exchange Commission charged Milken and Drexel Burnham Lambert with insider trading and stock fraud. Waiting in the wings was the US District Attorney, who wanted to file criminal and racketeering charges. What motivated Milken in his drive for power and money? Did Drexel Burnham Lambert condone the breaking of laws?