Principles of takeover regulation / David Kershaw, Professor of Law at the London School of Economics and Political Science.
2016
KD2127 .K47 2016 (Map It)
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Title
Principles of takeover regulation / David Kershaw, Professor of Law at the London School of Economics and Political Science.
Published
Oxford, United Kingdom : Oxford University Press, 2016.
Call Number
KD2127 .K47 2016
ISBN
0199659559
9780199659555
9780199659555
Description
xxxvi, 380 pages ; 26 cm
System Control No.
(OCoLC)922919397
Bibliography, etc. Note
Includes bibliographical references and index.
Record Appears in
Table of Contents
Table of Cases
xxiii
Table of Legislation
xxix
I.
Market for Corporate Control: Value, Stakeholders, and Governance
1
A.
Introduction
B.
Creating, Destroying, and Distributing Value Through Takeovers
1.
Value creation and destruction in theory
2.
Value creation and destruction in practice: The empirical evidence
C.
Stakeholders: Distributional and Behavioural Effects
D.
Indirect Effects: Corporate Control as a Governance Mechanism
1.
theoretical case
2.
empirical evidence
E.
Indirect Effects: Business Decision Making and the Example of Short-termism
II.
Deal Structures
31
A.
Asset Sales
1.
nature of an asset sale
2.
asset sale agreement
3.
Corporate approvals and the enforceability of the agreement
B.
Share Sales
1.
nature of share sale and the contractual offer
2.
terms of the agreement between bidder and shareholder
3.
Approvals
C.
Schemes of Arrangement and Mergers
1.
nature of a scheme of arrangement
2.
Who may propose a scheme of arrangement?
3.
What transactions fall within the terms 'compromise' and 'arrangement'?
4.
Scheme process
5.
Reconstructions and amalgamations
6.
Public company 'mergers'
D.
Cross-Border Mergers
III.
Origins: The Creation of the Takeover Code
65
A.
Regulatory Context
1.
British regulatory style
2.
idea of the City of London
3.
rise of institutional shareholders
B.
Hostile Takeovers in the 1950s
C.
Notes on Amalgamations of British Businesses
1.
British Aluminium saga
2.
Notes
3.
origins of the non-frustration rule
4.
Ambiguity and enforcement
D.
Takeover Code
1.
Ignoring and revising the Notes
2.
Ignoring the Notes-again!
3.
Calls for action
4.
Takeover Code and the Takeover Panel
E.
Making the Takeover Code Work
1.
Enforcement, personality, and the quarterback
2.
courts
3.
Keystone rules
IV.
Modern Takeover Code and Takeover Panel
112
A.
Status of the Takeover Panel
B.
Case for and Against Self- and Market-controlled Regulation
C.
Structure and Operation of the Takeover Panel
1.
Legal foundations and authority
2.
Structure and membership of the Panel
3.
Day-to-day operations: The Panel Executive
4.
Takeover Appeal Board
5.
Takeover Panel's enforcement powers
D.
Form, Structure, and Application of the Takeover Code
1.
Principles, rules, and notes
2.
Takeover Code, regulatory method, and its relationship to company law
3.
Scope of application of the Code
V.
Announcement and the Offer Dance
151
A.
Identifying the Bidder
1.
pros and cons of pre-bid disclosure regulation
2.
Disclosure of shareholdings
B.
Announcing a Possible Offer
1.
Takeover Code's regulation of possible offer announcements
2.
Price points in possible offer announcements
3.
Inside information under the Disclosure and Transparency Rules
4.
Regulation of insider trading prior to an announcement
C.
Regulating the Offer Dance
1.
Statements of intention in relation to the bid
2.
Statements of intention beyond the bid
3.
Put up or shut up
4.
Re-characterizing announcement and offer dance regulation as power-balancing rules
D.
2.7 Firm Offer Announcement
E.
Share Purchase Disclosures During the Offer Period
VI.
Voluntary Offer
184
A.
Equal Treatment
B.
Offer for All Classes of Shares
1.
Comparable offers for different classes of share
2.
Appropriate offers for convertibles
3.
Justifying the requirement for comparable and appropriate offers
C.
Price and Consideration in a Voluntary Offer
1.
Highest-price rule for the same class of shares during the offer
2.
Price equality with pre-bid purchases
3.
Prohibiting special treatment
4.
Equality and the form of consideration
5.
Interrogating equality of treatment in pricing and consideration
D.
Acting in Concert
VII.
Deal Risk: Bid Conditionality and Deal Protections
209
A.
Bid Conditionality
1.
Conditionality and private contracting
2.
Takeover Code's conditionality regulation
B.
Deal Protections
1.
nature of non-completion risk
2.
Regulating deal protections: The Takeover Code
3.
Regulating deal protections: Private and company law
VIII.
Mandatory Bid
234
A.
Nature and Origins of the Mandatory Bid Rule
B.
Mandatory Bid
1.
Trigger points
2.
Interests in voting shares
3.
Policing the trigger points
4.
Concert parties
5.
Partial block sales
6.
Chain companies
C.
Terms of the Mandatory Bid
D.
Escaping from the Mandatory Bid Obligation
E.
Justifying the Mandatory Bid Rule
1.
Protecting minority shareholders
2.
Equality of treatment
3.
Ownership of the regulatory space
4.
Efficient bids and blockholding effects
5.
Should the mandatory bid rule be mandatory?
IX.
Regulating Timetable and Disclosure
259
A.
Time Regulation in UK Takeovers
1.
minimum offer period
2.
Bid timetable after the minimum offer period
B.
Disclosure and Information
1.
Information to be provided in the offer document
2.
Target board recommendation
3.
New information and updating
4.
Regulating the accuracy and reliability of information
X.
Regulating Board Discretion: Directors' Duties
297
A.
Duty to Promote the Success of the Company
1.
nature of the duty
2.
Takeovers and the duty to promote the success of the company
3.
Takeovers and stakeholders
B.
Duty to Use Powers for the Purposes for Which They Are Conferred
C.
Duty of Care
XI.
Hostile Takeovers and The Non-Frustration Rule
322
A.
Non-frustration Rule
1.
nature of the non-frustration prohibition
2.
General meeting approval and Panel dispensation
B.
Exploring the Optimality of the Non-frustration Rule
1.
Framing the role of the target board in contractual offers
2.
defensive capability of UK companies
3.
pros and cons of takeover defences in the UK context
C.
Options for Reform
1.
Abolishing the non-frustration rule
2.
acceptance threshold
3.
Disenfranchising shareholders
4.
Government intervention in strategic industries
D.
Conclusion
Index
371