Author: Clas BergströmPublisher:
ISBN:
Category :
Languages : en
Pages : 35
Book Description
An Analysis of the Mandatory Bid Rule
Does Sweden Need a Mandatory Bid Rule?
Author: Rolf SkogPublisher: Suerf
ISBN: 9789051430257
Category : Corporate governance
Languages : en
Pages : 61
Book Description
Evaluating the Mandatory Bid Rule for Takeover Law in China
Author: Joseph LeePublisher:
ISBN:
Category :
Languages : en
Pages : 28
Book Description
This paper discusses the purpose and practice of the mandatory bid rule in takeovers in the UK. A literature review looks at the impact of the mandatory bid rule in a takeover on both bidders and target companies. The origin and evolution of the mandatory bid rule in China are described and cumulative abnormal returns (CAR) used to measure its impact on bidders and target companies. The results show that shareholders of target companies receive a better return when bidders acquire more than 50% of the shareholding in target companies. This suggests that China should reform its mandatory bid rule by restricting the use of proportional partial bids to increase returns to the target shareholders. The results also show that in making a proportional partial bid to takeover a company, bidders receive a better return when they aim for corporate restructuring that adheres to the state-led industrial policy. The authors recommend that the law should strike a balance between following the state-led policy of corporate restructuring and protecting the interests of target companies.
A Comparative Overview of the Mandatory Bid Rule in Belgium, France, Germany and the United Kingdom
Author: Caroline BollePublisher:
ISBN: 9783832934811
Category : Comparative Law: Civil and Commercial Law
Languages : en
Pages : 0
Book Description
The EU legislature's recent decision to set a framework for company takeovers in Europe, and to implement the mandatory bid rule on a European-wide level, signals that the mandatory bid rule will play a central role in the future of European corporate law. With this widespread implementation still in its formative stages, the time is ripe to explore and evaluate the mandatory bid rule in its various forms, and to deepen the understanding of its issues and complexities in order to apply the rule more efficiently on the European stage and beyond. This study sets forth a comprehensive analysis of the key drivers of the mandatory bid rule in four EU Member States that have implemented it - Belgium, France, Germany, and the United Kingdom. It offers solutions to interpretation uncertainties and regulatory deficiencies. The relevant concepts are introduced through an economic and historical analysis of the mandatory bid rule. The topic thus framed, the study proceeds to analyze the three core areas of concern in the field of mandatory takeovers - incurring the obligation to launch a mandatory bid, launching a mandatory bid, and the price to be offered under a mandatory bid.
Takeover Law in the UK, the EU and China
Author: Joseph LeePublisher: Springer Nature
ISBN: 3030723453
Category : Law
Languages : en
Pages : 281
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.
Takeover Bids' Profile Under Mandatory Bid Rule
Author: Adrian PopPublisher:
ISBN:
Category :
Languages : en
Pages : 43
Book Description
This paper examines the main determinants of the bid premium and tender success under mandatory bid rule, viewed as a corporate governance mechanism in blockholder regimes. We explore a comprehensive dataset covering all the takeover bids organized on the Romanian market for corporate control between 1998 and 2012. The peculiar institutional framework in Romania allows to factor in the analysis novel structural elements, like privatization transactions conducted by the government outside the stock market, trading made by insiders before the bid and dilutive capital increases. After controlling for the influence of ownership and corporate governance attributes of targets, our main findings suggest that various market price components are strong predictors of both bid premiums and tender success. The tender decision depends also on the scope of expropriation perceived by minority shareholders of the target. Our study concludes that stronger capital market discipline is at least as important as the legal details of takeover regulation for insuring an effective protection of minority shareholders.
The Mandatory Bid Rule in the Proposed EC Takeover Directive
Author: Luca EnriquesPublisher:
ISBN:
Category :
Languages : en
Pages :
Book Description
According to the new proposal for an EC takeover directive, anyone acquiring control of a listed company is required to make a bid, to be addressed to all holders of securities for all their holdings at a price at least equal to the highest price paid in the period preceding the acquisition, unless an exemption or a discount on price is granted by the supervisory authority. This paper provides an analysis of the mandatory bid rule as devised in the directive proposal and assesses whether there is a case for an EC rule of this kind. Five possible rationales are identified for the mandatory bid rule: the level playing field, the protection of minority shareholders, equality of treatment, companies' lower cost of capital, and efficiency and integration of European capital markets. Drawing from well-established economic analysis on transfers of control and the effects of the mandatory bid rule, the paper finds that harmonized rules such as those provided for in the proposal do not level the playing field and cannot be justified on this ground alone, have dubious effects on minority shareholders' welfare as a class and on firms' cost of capital, have no legal justification in terms of equal treatment, and can possibly be justified as rules enhancing the efficiency and integration of European capital markets, if other institutional arrangements such as low levels of enforcement of directors' duty of loyalty and the unavailability of the poison pill are taken into account. The paper concludes that certainly well-identified interest groups will gain from an EC mandatory bid rule provision. Corporate managers (and blockholders retaining working control) of widely-held European companies stand to gain from such provision, as it makes hostile takeovers more costly. Even more importantly, policymakers and supervisory agency officials, to whom great power and discretion are granted in deciding whether the mandatory bid rule applies and what its price should be, are going to gain from its introduction. Finally, those providing advisory services in the market for corporate control, and above all lawyers specializing in mergers and acquisitions, stand to gain from having in place an EC mandatory bid rule.
The Optimality of the Mandatory Bid Rule
Author: Clas BergströmIs China's Modification of the Mandatory Bid Rule Truly Inappropriate
Author: 薛人伟Publisher:
ISBN:
Category : Consolidation and merger of corporations
Languages : en
Pages : 252
Book Description
Author: Giovani Ceccon