CGN: Corporate Law Including Merger & Acquisitions Law (Sub-Topic)最新文献

{"title":"Requirement of Special Resolution for Increase in Share Capital by the Corporate Affairs Commission (CAC): Did CAC Get It Wrong?","authors":"J. Onele","doi":"10.2139/ssrn.2626189","DOIUrl":"https://doi.org/10.2139/ssrn.2626189","url":null,"abstract":"Nothing appears to be truer than the fact that every man must and should have a limit. The same applies to governmental institutions, agencies and even regulatory agencies. It is with this in mind that it has become quite imperative and even more compelling to examine the powers of the Corporate Affairs Commission (CAC) and the limits of such powers, if any, as it relates to the enactment of subsidiary legislation, and specifically, the power to specify the nature of resolution to be used whenever there is a pressing need for a company to increase its share capital in Nigeria.","PeriodicalId":204227,"journal":{"name":"CGN: Corporate Law Including Merger & Acquisitions Law (Sub-Topic)","volume":"212 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-07-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"115589449","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}

{"title":"Making Singapore Company Law More Singaporean? -- A Critical Examination of the Recent Revision of the Companies Act in the Light of Comparative Law","authors":"Jiangyu Wang","doi":"10.2139/SSRN.2574118","DOIUrl":"https://doi.org/10.2139/SSRN.2574118","url":null,"abstract":"Singapore amended its company law recently, resulting in the Companies (Amendment) Act 2014 which brought the largest and most significant changes to the existing company law since it was first enacted in 1967. It is also so far the clearest demonstration of indigenousness of the Singaporean legal system with respect to corporate law, possibly intended to dilute the colour of its English origin and make the law more a product of Singapore’s local conditions. This paper introduces and examines the major amendments, and discusses their profound implications from the perspectives of legal transplant and comparative law.","PeriodicalId":204227,"journal":{"name":"CGN: Corporate Law Including Merger & Acquisitions Law (Sub-Topic)","volume":"1 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-03-05","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"122660433","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}

{"title":"The Disappearing Taboo of Multiple Voting Shares: Regulatory Responses to the Migration of Chrysler-Fiat","authors":"Marco Ventoruzzo","doi":"10.2139/ssrn.2574236","DOIUrl":"https://doi.org/10.2139/ssrn.2574236","url":null,"abstract":"In 2014, the Italian Government broke an old taboo of Italian corporate law, joining the ranks of many different legal systems that allow the issuance of multiple voting shares (MVSs), including the United States. The importance of the reform is therefore broad, also because it offers the occasion to review, more generally, the state of the debate on MVSs. The new rules are also interesting because they are both a cause and a consequence of regulatory competition in Europe, and can be considered an example of the recent trend toward greater flexibility and contractual freedom in corporate law. This article examines the new rules in a comparative perspective, considering similar experiences in Europe and the US, and discussing the empirical evidence on the effects of MVSs, especially in listed corporations. The second part of the paper illustrates some interpretative issues raised by the new Italian rules, and the possible motivations of the Italian legislature in taking this step also vis-a-vis the planned privatization of some large state-owned enterprises.","PeriodicalId":204227,"journal":{"name":"CGN: Corporate Law Including Merger & Acquisitions Law (Sub-Topic)","volume":"23 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-03-05","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"128004367","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}

{"title":"If Corporations Are People, Why Can’t They Play Tag?","authors":"C. Jacobs","doi":"10.2139/SSRN.2560553","DOIUrl":"https://doi.org/10.2139/SSRN.2560553","url":null,"abstract":"The Supreme Court’s decision in Burnham v. Superior Court — despite producing a splintered vote with no opinion garnering a majority of the Court — made one thing clear: an individual defendant can be subject to personal jurisdiction simply by being served with process while he or she happens to be in a forum regardless of whether the defendant has any contacts with that forum. This method of acquiring personal jurisdiction is called transient or “tag” jurisdiction. Tag jurisdiction is older than minimum contacts jurisdiction, and used to be the primary method for determining whether an out of state defendant could be haled into a court. While Burnham held that tag jurisdiction remained constitutionally valid, the court split on the justification for allowing this form of jurisdiction, with four Justices approving the practice under an originalist methodology, and four others approving it based on contemporary notions of fairness.This article argues that both the originalist and fairness-based tests proposed by the principal opinions in Burnham support allowing the assertion of tag jurisdiction over corporations and other entity defendants through in-state service on their officers. This article shows that at the time of the Fourteenth Amendment’s ratification, corporations were often subject to personal jurisdiction based only on their officers’ physical presence in a forum when served with process. The article also demonstrates that the fairness considerations that led four Members of the Court to endorse tag jurisdiction in Burnham apply with even greater force to modern corporations because of their greater ability to take advantage of the protections and services offered by states outside of their own. Finally, the article examines how the application of tag jurisdiction to corporate entities would be in accord with general trends in constitutional law affording corporations rights equivalent to those of natural persons.","PeriodicalId":204227,"journal":{"name":"CGN: Corporate Law Including Merger & Acquisitions Law (Sub-Topic)","volume":"40 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-02-09","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"115352551","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}

{"title":"Response to the European Commission's Report on the Application of the Takeover Bids Directive","authors":"P. Böckli, P. Davies, Eilís Ferran, G. Ferrarini, José M. Garrido Garcia, K. Hopt, Alain Pietrancosta, Katharina Pistor, Rolf Skog, S. Sołtysiński, J. Winter, E. Wymeersch","doi":"10.2139/SSRN.2362192","DOIUrl":"https://doi.org/10.2139/SSRN.2362192","url":null,"abstract":"This paper contains the European Company Law Experts' response to the report of the European Commission of 28 June 2012 on the application of the Takeover Bids Directive of 2004 and the reform initiatives announced. For evaluating these initiatives the rationale of the mandatory bid rule is relevant (exit rationale, control premium rationale and undistorted choice rationale). On this basis the paper discusses each of the concerns raised by the European Commission: 1) The concept of \"acting in concert\": The ECLE are of the opinion that a uniform concept for the Takeover Bids Directive, the Transparency Directive and the Acquisition Directive is not useful because of the different objectives of these Directives. As to the Takeover Directive it should be made clear that joint engagement activities of investors should not trigger a mandatory offer. 2) National derogations to the mandatory offer rule differ widely, but there are different types of derogations that pose different concerns. The ECLE recommend that the Directive should provide for a review process with respect to national derogations. 3) The ECLE believe that there are good reasons to close the loopholes against the “creep in” and the “creep on” acquisitions. 4) As to board neutrality and the break-through rule the ECLE believe that the default rules should be changed. The option rights should be given to the shareholders, not to the member states. The reciprocity rule is flawed. 5) The protection of the rights of employees should be addressed in a wider context and should not be taken up specifically for one type of transaction such as takeover bids.","PeriodicalId":204227,"journal":{"name":"CGN: Corporate Law Including Merger & Acquisitions Law (Sub-Topic)","volume":"67 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2013-11-30","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"121126862","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}

{"title":"SEBI Increasingly Investor Friendly in View of Subhkam Ventures (I) (P.) Ltd. v. SEBI and Daiichi Sankyo Co. Ltd. vs. Jayaram Chigurupati Co. Ltd.","authors":"Varun Vaish","doi":"10.2139/SSRN.2071242","DOIUrl":"https://doi.org/10.2139/SSRN.2071242","url":null,"abstract":"Those researching the workings of the Securities and Exchange Board of India, unanimously agree that 2010 was probably the year in which SEBI most vociferously exhibited its pro-corporate investor stand. The reasons for this abrupt pro-investor inclination are many fold, however academic consensus appears to be building around one in particular SEBI’s inherent desire to enhance corporate investor confidence in the Indian capital markets. One mustn’t blame SEBI for harbouring such motives, especially if India hopes to retain a GDP growth of 7 per cent in the face of global recession. Therefore after 2008 (The year of the U.S. Sub-Prime Mortgage crises, believed by many to be the triggering point of the global financial meltdown), SEBI, the Securities Appellate Tribunal (SAT) to whom decisions of the SEBI are appealed to, and the Supreme Court (The forum of Second appeal from the SAT) have all played an increasingly activist role in consciously promulgating through their decisions, orders and judgement an investor-friendly environment, albeit in subtle forms. Because the scope of this paper is limited to case studies in the year of 2010, the researcher will concentrate on two Landmark decisions, which aptly further the researchers premise. The researcher felt it appropriate to rely upon the significant decision of the SAT in the case of Subhkam Ventures (I) (P.) Ltd. v. SEBI and the pioneering decision of the Supreme Court in the case of Daiichi Sankyo Co. Ltd. vs. Jayaram Chigurupati Co. Ltd.","PeriodicalId":204227,"journal":{"name":"CGN: Corporate Law Including Merger & Acquisitions Law (Sub-Topic)","volume":"7 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2012-05-31","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"125312029","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}

{"title":"The Economic Theory of Derivative Actions","authors":"Diego G. Pardow","doi":"10.2139/ssrn.1941209","DOIUrl":"https://doi.org/10.2139/ssrn.1941209","url":null,"abstract":"This paper offers a model to formalize the economic theory of derivative actions developed during the last 30 years. From this perspective, the derivative action presents two interrelated problems. The first is how to solve the collective action problem that prevents that minority shareholders file a suit. The second is how to control the risk of collusive settlements between the defendant manager and the plaintiff’s attorney. This model identifies the fundamental tradeoffs that are implicit in these problems, as well as an optimum that could be used as normative benchmark. In brief, it argues that if the goal of derivative actions consists in increasing the shareholder’s wealth, then its policy purpose can be summarized as minimizing the sum of inefficient harms and insurance premia.","PeriodicalId":204227,"journal":{"name":"CGN: Corporate Law Including Merger & Acquisitions Law (Sub-Topic)","volume":"41 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2011-10-09","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"127037119","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}

{"title":"Corporate Political Speech: Who Decides?","authors":"L. Bebchuk, Robert J. Jackson, Jr.","doi":"10.7916/D8H1323B","DOIUrl":"https://doi.org/10.7916/D8H1323B","url":null,"abstract":"As long as corporations have the freedom to engage in political spending - a freedom expanded by the Supreme Court’s recent decision in Citizens United v. FEC - the law will have to provide rules governing how corporations decide to exercise that freedom. This paper, which was written for the Harvard Law Review’s 2010 Supreme Court issue, focuses on what rules should govern public corporations’ decisions to spend corporate funds on politics. Our paper is dedicated to Professor Victor Brudney, who long ago anticipated the significance of corporate law rules for regulating corporate speech. Under existing corporate-law rules, corporate political speech decisions are subject to the same rules as ordinary business decisions. Consequently, political speech decisions can be made without input from shareholders, a role for independent directors, or detailed disclosure - the safeguards that corporate law rules establish for special corporate decisions. We argue that the interests of directors and executives may significantly diverge from those of shareholders with respect to political speech decisions, and that these decisions may carry special expressive significance from shareholders. Accordingly, we suggest, political speech decisions are fundamentally different from, and should not be subject to the same rules as, ordinary business decisions. We assess how lawmakers could design special rules that would align corporate political speech decisions with shareholder interests. In particular, we propose the adoption of rules that (i) provide shareholders a role in determining the amount and targets of corporate political spending; (ii) require that political speech decisions be overseen by independent directors; (iii) allow shareholders to opt out of - that is, either tighten or relax - either of these rules; and (iv) mandate disclosure to shareholders of the amounts and beneficiaries of any political spending by the company, either directly or indirectly through intermediaries. We explain how such rules can benefit shareholders. We also explain why such rules are best viewed not as limitations on corporations’ speech rights but rather as a method for determining whether a corporation should be regarded as wishing to engage in political speech. The proposed rules would thus protect, rather than abridge, corporations’ First Amendment rights. We also discuss an additional objective that decisional rules concerning corporations’ political speech decisions may seek to serve: protecting minority shareholders from forced association with political speech that is supported by the majority of shareholders. We discuss the economic and First Amendment interests of minority shareholders that lawmakers may seek to protect. We suggest that decisional rules addressing political spending opposed by a sufficiently large minority of shareholders are likely to be constitutionally permissible, and we discuss how such rules could be designed by lawmakers.","PeriodicalId":204227,"journal":{"name":"CGN: Corporate Law Including Merger & Acquisitions Law (Sub-Topic)","volume":"6 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2010-09-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"115593695","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}

{"title":"Using Stock Market Evidence to Inform the Definition of Product Markets in Competition Law","authors":"P. Grout, F. Windmeijer, A. Zalewska","doi":"10.2139/ssrn.1545502","DOIUrl":"https://doi.org/10.2139/ssrn.1545502","url":null,"abstract":"Market definition, and, in particular, being able to identify who is in which product market, lies at the heart of competition law. The identification of demand elasticities necessary to conduct a formal definition of product market can be time consuming and often there is insufficient data to provide an accurate answer. This paper suggests a possible tool for market definition using stock market data. The method is informative, simple and very quick to undertake. The approach assumes that a company’s returns depend on an economy wide factor, a product market specific factor and company specific idiosyncratic shocks. Given this assumption, the residuals from Market Model regressions will be more correlated for firms in the same product market than between firms in different product markets. To test the validity of this assumption, the central section of the paper looks at whether these correlations do indeed contain information about product markets. Using 51 companies and 13 product markets suggested by the Competition Commission (the “CC”), we calculate the correlation matrix of residuals and for each company identify the company with which it has the highest correlation. If the correlation matrix contains information about product markets then there should be some relationship between the correlations and the suggested CC markets. If the correlation of residuals contains no information with regard to relevant product market, then the chance of the highest correlation for a company being with a company from the same CC defined relevant product market would be roughly 7.5%. However, we find that in 82% of the cases the highest correlation for a company is with a company from the same CC defined relevant market. Finally, we examine the banking, the home credit and the ex-building society markets.","PeriodicalId":204227,"journal":{"name":"CGN: Corporate Law Including Merger & Acquisitions Law (Sub-Topic)","volume":"22 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2010-06-30","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"130561515","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}

{"title":"The New Belgian Law on Takeover Bids","authors":"E. Wymeersch","doi":"10.2139/SSRN.1109048","DOIUrl":"https://doi.org/10.2139/SSRN.1109048","url":null,"abstract":"The present paper gives a systematic overview of the takeover regulation as applicable in Belgium after the implementation of the Takeover directive. It contains a high level description of the main provisions of the new law of April 1, 2007, and the Royal Decree of 27 April, 2007, implementing the EU Directive on Takeover Bids.","PeriodicalId":204227,"journal":{"name":"CGN: Corporate Law Including Merger & Acquisitions Law (Sub-Topic)","volume":"2015 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2008-02-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"127694402","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}