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Vol 23 No 5 May/June 2018

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Drafting Commercial Agreements

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Law and Economics of Takeovers: An Acquirer's Perspective

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ISBN13: 9781841136646
Published: May 2008
Publisher: Hart Publishing
Country of Publication: UK
Format: Hardback
Price: £70.00

Despatched in 6 to 8 days.

This book studies takeovers from the acquirer's perspective. More precisely the book focuses on the legal and regulatory treatment of the risks faced by the acquiring company shareholders in takeovers. The identified risks are categorised into two main groups: first, risks generated by managerial choices and second, regulatory or external risks. The analysis considers the legal context but also draws on the economic literature, seeking to map the area under consideration and to suggest measures to improve the present position from both law and economics perspective.

More specifically, the book examines various methods of protecting the acquiring shareholders against value-decreasing or self-interested acquisitions, such as the class transaction rules, fiduciary duties, the acquiring directors' responsibilities under the Takeover Code, the court scheme procedure, the role of institutional shareholders and reward strategies, and methods of making the acquiring directors more exposed to the discipline of the market. The effects of the choice of the medium of payment are also covered.

In addition, it covers the Code's position with regards to auction situations and seeks to identify ways of addressing the acquiring shareholders' interests in auctions, including auctions where buyout teams or white Knights are involved. Moreover it identifies situations where deviations from horizontal equality rules, which increase takeover premia, are or should be recognised. To that effect the Code's rules on mandatory bids, the determination of the price and the form of payment offered, partial offers and squeeze outs are considered.

The analysis covers both hostile and friendly situations. In relation to hostile takeovers, the legal and regulatory framework of toehold strategies is analysed (Code's requirements, Disclosure Rules and Companies Act disclosure requirements etc). Market Abuse issues in relation to stake building are also highlighted. In relation to friendly takeovers the operation of lock-up agreements and break fees (Code's requirements, fiduciary law, financial assistance and other contract law concerns), is also explored. Finally, the Panel's position on adverse changes, pre-conditions and conditions on which the offer can be subject to and the bidder's exposure to Material Adverse Change risk are assessed.

The book discusses recent developments in the area under consideration including the Takeover Code regime after the implementation of the Takeover Directive and the Companies Act 2006.

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Commercial Law, Company Law, Mergers and Acquisitions
Chapter 1: Introduction
Chapter 2: The acquiring shareholders’ internal risks
Chapter 3: Market control
Chapter 4: Legal and regulatory review of the transaction
Chapter 5: Shareholders’ voice and reward strategies
Chapter 6: Auction risk, part I: Introduction, Hostile Takeovers and MBOs
Chapter 7: Auction risk, part II: Friendly Takeovers
Chapter 8: Regulatory risk: equality rules and transaction costs
Chapter 9: Adverse change risk –Withdrawing an offer

Series: Contemporary Studies in Corporate Law

Corporate Rescue: Law and Practice ISBN 9781841134611
To be published March 2019
Hart Publishing
Corporate Governance in the Shadow of the State (eBook) ISBN 9781782250876
Published March 2013
Hart Publishing
£58.50 + £11.70 VAT
Corporate Governance in the Shadow of the State ISBN 9781849460088
Published March 2013
Hart Publishing
The Foundations and Anatomy of Stakeholder Activism ISBN 9781841136585
Published October 2010
Hart Publishing
Contracting with Companies
Andrew GriffithsSenior Lecturer in Law, University of Manchester
ISBN 9781841131542
Published May 2005
Hart Publishing
Working Within Two Kinds of Capitalism: Corporate Governance and Employee Stakeholding - US and EC Perspectives
Irene Lynch-FannonDean, Faculty of Law and Head, Department of Law, University College Cork, Ireland
ISBN 9781841132860
Published February 2003
Hart Publishing