黄金权力与反收购公司机制

IF 1.3 Q1 LAW

European Company and Financial Law Review Pub Date : 2022-08-01 DOI:10.2139/ssrn.4075962

Francesca Prenestini

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引用次数: 0

摘要

591黄金权力制度允许意大利政府——作为最后的手段，如果面临对国家利益的威胁——反对收购在战略部门运营的公司的控制权。本文分析了黄金权力与意大利法律规定的反收购机制之间的关系，特别关注反收购防御技术和增加的投票权。本研究旨在确定外部和内部防御工具之间的干扰和重叠的方法，以便了解内部公司防御机制是否，何时以及在何种限制下可以代表使用黄金权力来排除公司控制权的有效(和理想)替代方案。分析表明，在获得控制权的争议更大的地方，所有可用的防御工具都可能发挥作用，而不同政权之间目的的差异证明了黄金权力的有用性

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Golden Power and Anti-Takeover Corporate Mechanisms

Abstract 591 The golden power regime allows the Italian government – as a last resort, if facing a threat to national interests – to oppose the acquisition of control of companies operating in strategic sectors. This article analyses the relationship between golden power and anti-takeover mechanisms provided for by Italian law, with particular focus on anti-takeover defensive techniques and increased voting rights. The study aims to identify methods of interference and overlaps between external and internal defence tools so as to understand if, when, and under which limits internal corporate defence mechanisms can represent a valid (and desirable) alternative to the use of golden power in precluding the acquisition of corporate control. The analysis shows that where the acquisition of control is more contentious, all available defence tools potentially come into play and the difference in purpose between the diverse regimes justifies the usefulness of golden power.592

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来源期刊

European Company and Financial Law Review LAW-

CiteScore

1.00

自引率

16.70%

发文量

期刊介绍： In legislation and in case law, European law has become a steadily more dominant factor in determining national European company laws. The “European Company”, the forthcoming “European Private Company” as well as the Regulation on the Application of International Financial Reporting Standards (“IFRS Regulation”) have accelerated this development even more. The discussion, however, is still mired in individual nations. This is true for the academic field and – even still – for many practitioners. The journal intends to overcome this handicap by sparking a debate across Europe on drafting and application of European company law. It integrates the European company law component previously published as part of the Zeitschrift für Unternehmens- und Gesellschaftsrecht (ZGR), on of the leading German law reviews specialized in the field of company and capital market law. It aims at universities, law makers on both the European and national levels, courts, lawyers, banks and other financial service institutions, in house counsels, accountants and notaries who draft or work with European company law. The journal focuses on all areas of European company law and the financing of companies and business entities. This includes the law of capital markets as well as the law of accounting and auditing and company law related issues of insolvency law. Finally it serves as a platform for the discussion of theoretical questions such as the economic analysis of company law. It consists of articles and case notes on both decisions of the European courts as well as of national courts insofar as they have implications on European company law.