Takeover Bids European Law and Corporate Governance

Switzerland was for a very long time characterised by a strong tradition of self-regulation by private actors in the economic sphere rather than by an extensive and detailed legal framework. This is particularly true in the field of corporate governance and more precisely visible in the Stock Corporation Law, the supervision of the stock exchanges and accounting rules. Due to very lax legal rules, mechanisms of "private governance" complemented the minimal legal framework in these three fields. Over the last twenty or so years, these mechanisms of self-regulation have nonetheless undergone profound change. In fact, private self-regulation has been incrementally formalised and replaced by more specific public regulations in five important fields: the transferability of shares, proxy-voting by banks, takeover bids, supervision of the stock exchanges and accounting rules. Due to changes in the international context, to the shifting preferences of important economic actors, and to the emergence of new actors (institutional investors and accountants), the legal framework of Swiss corporate governance has been reformed in a significant way.

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Company law and workers' interests

Transfer European Review of Labour and Research ◽

10.1177/102425890501100206 ◽

2005 ◽

Vol 11 (2) ◽

pp. 179-188 ◽

Cited By ~ 2

Author(s):

Robbert van het Kaar

Keyword(s):

Corporate Governance ◽

Employee Participation ◽

Company Law ◽

The Other ◽

Current Debate ◽

European Directives ◽

European Company ◽

Cross Border ◽

The One ◽

Takeover Bids

Developments in company law in many cases have a significant impact on the interests of employees and their representatives. This article gives an overview of the implications of the 14 European directives and draft directives in this area. It also takes a closer look at the 13th Directive on public takeover bids, and goes on to examine developments in the field of corporate governance. What is the place for the workers in the current debate and the various codes of behaviour that have come into being? From the employee viewpoint the developments appear to be ambiguous. On the one hand, there are signs that employees are no longer regarded as serious stakeholders in the company. On the other, the 13th Directive, the proposed Tenth Directive on cross-border mergers, the SE (European Company) Directive on employee participation and other instruments make clear provision for participation by employee representatives.

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Shareholders and Takeover Bids: Revisiting the Poison Pill

Shareholder-driven Corporate Governance ◽

10.1093/oso/9780190096533.003.0006 ◽

2019 ◽

pp. 83-100

Author(s):

Anita Indira Anand

Keyword(s):

Corporate Governance ◽

Conflicts Of Interest ◽

Shareholder Primacy ◽

Management Entrenchment ◽

Poison Pill ◽

Takeover Bids

This chapter assesses change-of-control transactions and the use of the defensive tactic known as the poison pill, a governance tool that often puts boards, rather than shareholders, in charge of a corporation’s response to a takeover. Much as in the MVS context, this separation of ownership of the corporation from its control may invite conflicts of interest, here between boards and shareholders. The chapter then asks how shareholder-driven corporate governance (SCG) can and should inform regulation of this defensive tactic. It also considers management entrenchment theory and the shareholder-primacy norm in the context of changes of control. Both the normative and the positive aspects of SCG make it necessary to revisit the current legal balance between the interests of directors and the interests of target shareholders in takeovers.

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