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The Law and Economics of Takeovers - An Acquirer's Perspective (Hardcover, New)
Loot Price: R3,193
Discovery Miles 31 930
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The Law and Economics of Takeovers - An Acquirer's Perspective (Hardcover, New)
Series: Contemporary Studies in Corporate Law
Expected to ship within 10 - 15 working days
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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 a 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
regard 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. 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 which
the offer can be subject to and the bidder's exposure to Material
Adverse Change risk are assessed. The book discusses 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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