LSN: Takeover Law (Topic)最新文献

Competition Laws and Earnings Management: International Evidence 竞争法与盈余管理:国际证据

LSN: Takeover Law (Topic) Pub Date : 2020-10-28 DOI: 10.2139/ssrn.3776211

Tao Chen, Jimmy Chengyuan Qu

引用次数: 0

Deal Structure 交易结构

LSN: Takeover Law (Topic) Pub Date : 2017-12-01 DOI: 10.2139/ssrn.3043860

Cathy Hwang, Matthew C. Jennejohn

{"title":"Deal Structure","authors":"Cathy Hwang, Matthew C. Jennejohn","doi":"10.2139/ssrn.3043860","DOIUrl":"https://doi.org/10.2139/ssrn.3043860","url":null,"abstract":"Modern commercial contracts - those governing mergers & acquisitions and financial derivatives, for instance - have become structurally complex and interconnected. Yet contract law largely ignores structural complexity. This Article develops a theory of “contractual structuralism” to explain the important role of structure in every aspect of contract law, from the design of a contract to courts’ interpretation and enforcement. For generations, scholars have debated whether a court should consider only the text of a contract or also consider broader context to determine parties’ intent. More recently, scholars have shown that parties can choose between textual and contextual interpretation by drafting a contract provision as a rule or a standard. Rules signal that parties have fully thought through the issues and a court should interpret textually, and standards signal the need for further contextual exploration. This Article builds upon that pioneering work to make two contributions to the literature. First, it provides the first comprehensive account of structural complexity in modern contracting, and explains how modern contract designers use structure to advance their goals. Second, it shows how the design of contract structure can influence interpretation. Contracts have grown - in scope, length, and complexity - and provisions are no longer strictly rules or strictly standards. Rather, they bleed into and interact with one another, complicating parties’ ability to always pair textualist enforcement with a rule and contextualist enforcement with a standard. Tweaking deal structure provides contract designers another way, beyond using a rule or standard, to nudge courts toward a particular interpretive mode. Specifically, structural isolation of provisions - a modular contract structure - is required for the kind of toggling between textualism and contextualism that other scholars have envisioned. Understanding how a contract’s parts are put together - the structure of the contract - is important to understanding how to design contacts, and can greatly influence how courts interpret contracts.","PeriodicalId":117639,"journal":{"name":"LSN: Takeover Law (Topic)","volume":"39 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2017-12-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"125655363","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 3

Takeover Bids’ Profile Under Mandatory Bid Rule: Evidence from an Emerging Market 强制性出价规则下的收购出价特征:来自新兴市场的证据

LSN: Takeover Law (Topic) Pub Date : 2017-06-01 DOI: 10.2139/ssrn.3199678

Diana Pop, A. Pop

引用次数: 0

Speed in Decision-Making: An Assessment of the Australian Takeovers Panel 决策速度:对澳大利亚收购委员会的评估

LSN: Takeover Law (Topic) Pub Date : 2017-01-01 DOI: 10.2139/ssrn.3187022

E. Armson

引用次数: 1

Takeover Litigation in 2014 2014年收购诉讼

LSN: Takeover Law (Topic) Pub Date : 2015-02-20 DOI: 10.2139/SSRN.2567902

Matthew D. Cain, Steven Davidoff Solomon

引用次数: 1

Why Do Dual-Class Firms Have Staggered Boards? 为什么双层股权结构公司会有交错董事会?

LSN: Takeover Law (Topic) Pub Date : 2014-07-22 DOI: 10.2139/SSRN.2469650

Mira Ganor

引用次数: 2

The Role of the Media in Corporate Governance: Do the Media Influence Managers’ Capital Allocation Decisions? 媒体在公司治理中的作用:媒体是否影响管理者的资本配置决策?

LSN: Takeover Law (Topic) Pub Date : 2013-04-01 DOI: 10.2139/ssrn.2004567

Baixiao Liu, John J. Mcconnell

引用次数: 326

Competitiveness and Competition: International Merger Control from the Business Prospective 竞争力与竞争:商业视角下的国际并购控制

LSN: Takeover Law (Topic) Pub Date : 2013-03-22 DOI: 10.2139/ssrn.2237904

A. Svetlicinii

{"title":"Competitiveness and Competition: International Merger Control from the Business Prospective","authors":"A. Svetlicinii","doi":"10.2139/ssrn.2237904","DOIUrl":"https://doi.org/10.2139/ssrn.2237904","url":null,"abstract":"Increasing globalization of international markets has prompted development of economies of scale on the international level. Mergers and acquisitions is one of the ways for the multinational companies to increase their competitiveness and expand on the global market. This business strategy is limited by the existing merger control regulations on the national level. The multi-jurisdictional approval of trans-national mergers remains costly and lengthy procedure that negatively affects companies’ performance and growth. International antitrust, as it stands today hasn’t produced an optimal, universally accepted model to deal with the trans-national mergers. There are several alternative solutions in the form of bilateral cooperation of competition authorities, comity agreements, proposals to design an international competition treaty or delegate the merger control competence to an international organization like WTO. Special emphasis will be attributed to the example of the EU-US merger control cooperation as a model for other countries. Present research is aimed at analysis of the trans-national merger control from the position of the business community. What is the role and the position of the business on this issue? What are the benefits and challenges that companies encounter within existing merger control frameworks? Comparative and interdisciplinary approach is used in order to analyze this multi-dimensional issue from the substantive and procedural points of view. Present work provides arguments in favor of the existing and evolving cooperation among competition authorities and its value to the business community and calls for increased involvement of business representatives in the policy development process.","PeriodicalId":117639,"journal":{"name":"LSN: Takeover Law (Topic)","volume":"20 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2013-03-22","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"124373516","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 1

Use of Cash-Settled Derivatives in Public Takeovers: A Challenge for Legislators, Regulators and Courts 在公共收购中使用现金结算衍生品:对立法者、监管者和法院的挑战

LSN: Takeover Law (Topic) Pub Date : 2012-11-07 DOI: 10.2139/SSRN.2290899

Danijela Stanković

{"title":"Use of Cash-Settled Derivatives in Public Takeovers: A Challenge for Legislators, Regulators and Courts","authors":"Danijela Stanković","doi":"10.2139/SSRN.2290899","DOIUrl":"https://doi.org/10.2139/SSRN.2290899","url":null,"abstract":"In last couple of years, the activities of certain investors on world capital markets raised controversies as to their duties to disclose shareholdings in publicly listed issuers. These activities involved the use of cash-settled security-based financial instruments, such as call options and swaps, which enabled their holders to conceal their takeover intentions and virtually acquire access to shares in target companies, while staying out of scope of the legislation in force. This was apparently possible since cash-settled financial instruments did not provide their holders with any right either to acquire the referenced shares or to direct the voting under those shares in the general meeting of the target. The non-disclosure of positions in cash-settled financial instruments referencing the target shares left other investors, shareholders and boards of directors without the relevant information on possible changes of control, which might have influenced the target’s stock prices and possible defence strategies in case of a hostile takeover. The question whether these investors violated their duties or not is still unsettled among scholars which is why some states like Germany decided to expressly include these financial instruments in the securities legislation disclosure duties.","PeriodicalId":117639,"journal":{"name":"LSN: Takeover Law (Topic)","volume":"7 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2012-11-07","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"126257120","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 1

Reflecting on the Value of Socially Responsible Practices Post Takeover of Cadbury’s Plc by Kraft Foods Inc: Implications for the Revision of the EU Takeover Directive 卡夫食品收购吉百利公司后社会责任实践价值的反思:对欧盟收购指令修订的启示

LSN: Takeover Law (Topic) Pub Date : 2012-06-13 DOI: 10.2139/SSRN.2083451

G. Tsagas

{"title":"Reflecting on the Value of Socially Responsible Practices Post Takeover of Cadbury’s Plc by Kraft Foods Inc: Implications for the Revision of the EU Takeover Directive","authors":"G. Tsagas","doi":"10.2139/SSRN.2083451","DOIUrl":"https://doi.org/10.2139/SSRN.2083451","url":null,"abstract":"The takeover of Cadbury’s plc by US multinational Kraft in 2010 led to the questioning of the UK’s open market for corporate control and brought stakeholders’ interests, corporations’ long-term growth and CSR practices in the spotlight. Reference to the Cadbury’s takeover as a paradigm will suggest that the reform of the UK Takeover Rules in 2011 in favor of a more long-term stakeholder interpretation of the rules is likely to have an impact on the potential revision of the equivalent EU Rules in time to come. The article begins by analyzing the European Commission’s 2011 definition of the term CSR. Following, it outlines the stakeholder focused provisions found in the EU Takeover Directive and identifies ambiguous concepts, as well as legal gaps in relation to protecting corporate interests, including those of stakeholders’. The article identifies factors, such as non-available information on CSR in the share price and directors’ corporate strategies guided by stockholders short-term interests, that impact negatively on the desired symbiosis of takeovers and CSR. Along these lines and in considering the need for legal certainty and the need to address market failures, a ‘stakeholder friendly’ reform of the Directive’s provisions is proposed. The final part of the paper proposes specific amendments to the EU Takeover Directive and takes into account data from a preliminary brief overview of ‘The Study’ on the application of the EU Takeover Directive presented by Marcuus Partners in 09.11 and from the Freshfields Bruckhaus Deringer Expert Survey Report on the ‘Reform of EU Takeover Directive and of German Takeover Law’, dated 11.11.","PeriodicalId":117639,"journal":{"name":"LSN: Takeover Law (Topic)","volume":"51 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2012-06-13","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"128077796","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 5