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A Legal and Economic Assessment of European Takeover Regulation

Author

Listed:
  • Clerc, Christophe
  • Demarigny, Fabrice
  • Valiante, Diego
  • de Manuel, Mirzha

Abstract

Takeovers are one-off events, altering control and strategy within an organisation. But the chances of becoming the target of a bid, even where remote, daily influence corporate decision-making. Takeover rules are therefore central to company law and the balance of power among managers, shareholders and stakeholders alike. This study analyses the corporate governance drivers underpinning takeover bid regulations and assesses the implementation of the EU Directive on takeover bids and compares it with the legal framework of nine other major jurisdictions, including the US. It finds that similar rules have different effects depending on company-level and country-level characteristics and considers the use of modular legislation and optional provisions to cater for them.

Suggested Citation

  • Clerc, Christophe & Demarigny, Fabrice & Valiante, Diego & de Manuel, Mirzha, 2012. "A Legal and Economic Assessment of European Takeover Regulation," CEPS Papers 7525, Centre for European Policy Studies.
    • Handle: RePEc:eps:cepswp:7525
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    File URL: http://www.ceps.eu/system/files/Takeover%20Bids%20Directive%20book%20-%20Final.pdf
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    References listed on IDEAS

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    1. Martynova, Marina & Renneboog, Luc, 2009. "What determines the financing decision in corporate takeovers: Cost of capital, agency problems, or the means of payment?," Journal of Corporate Finance, Elsevier, vol. 15(3), pages 290-315, June.
    2. Rossi, Stefano & Volpin, Paolo F., 2004. "Cross-country determinants of mergers and acquisitions," Journal of Financial Economics, Elsevier, vol. 74(2), pages 277-304, November.
    3. Villalonga, Belen & Amit, Raphael, 2006. "How do family ownership, control and management affect firm value?," Journal of Financial Economics, Elsevier, vol. 80(2), pages 385-417, May.
    4. Maug, Ernst, 2006. "Efficiency and fairness in minority freezeouts: Takeovers, overbidding, and the freeze-in problem," International Review of Law and Economics, Elsevier, vol. 26(3), pages 355-379, September.
    5. G. William Schwert, 2000. "Hostility in Takeovers: In the Eyes of the Beholder?," Journal of Finance, American Finance Association, vol. 55(6), pages 2599-2640, December.
    6. Qiu, Jiaping & Yu, Fan, 2009. "The market for corporate control and the cost of debt," Journal of Financial Economics, Elsevier, vol. 93(3), pages 505-524, September.
    7. Merkt Hanno, 2004. "European Company Law Reform: Struggling for a More Liberal Approach," European Company and Financial Law Review, De Gruyter, vol. 1(1), pages 3-35, April.
    8. Maury, Benjamin, 2006. "Family ownership and firm performance: Empirical evidence from Western European corporations," Journal of Corporate Finance, Elsevier, vol. 12(2), pages 321-341, January.
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    Cited by:

    1. Isidora Tachmatzidi, 2018. "Takeover Defenses in the United Kingdom," International Journal of Economics & Business Administration (IJEBA), International Journal of Economics & Business Administration (IJEBA), vol. 0(4), pages 105-118.
    2. repec:ers:journl:v:vi:y:2018:i:4:p:105-118 is not listed on IDEAS
    3. Wang, Ying & Lahr, Henry, 2017. "Takeover law to protect shareholders: Increasing efficiency or merely redistributing gains?," Journal of Corporate Finance, Elsevier, vol. 43(C), pages 288-315.
    4. Dissanaike, Gishan & Drobetz, Wolfgang & Momtaz, Paul P. & Rocholl, Jörg, 2021. "The Economics of Law Enforcement: Quasi-Experimental Evidence from Corporate Takeover Law," Journal of Corporate Finance, Elsevier, vol. 67(C).
    5. Arthur Grimes & Robert MacCulloch & Fraser McKay, 2015. "Indigenous Belief in a Just World: New Zealand M?ori and other Ethnicities Compared," Working Papers 15_14, Motu Economic and Public Policy Research.

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