scholarly journals Exclusion of US-Holders in Cross-Border Takeover Bids and the Principle of Equality in Tender Offers

2009 ◽  
Author(s):  
Federico M. Mucciarelli
Keyword(s):  
Tender Offers ◽  
Cross Border ◽  
Takeover Bids

Tender offers and takeover bids in Italy from 2007 to 2019. Empirical evidence and discussion points

2021 ◽  
Author(s):  
Federico Picco ◽  
Valeria Ponziani ◽  
Gianfranco Trovatore ◽  
Marco Ventoruzzo
Keyword(s):  
Empirical Evidence ◽  
Tender Offers ◽  
Takeover Bids

Company law and workers' interests

2005 ◽  
Vol 11 (2) ◽  
pp. 179-188 ◽  
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.

Mergers and Acquisitions

2021 ◽  
pp. 239-266
Author(s):  
Marc I. Steinberg
Keyword(s):  
Mergers And Acquisitions ◽  
Federal Government ◽  
National Policy ◽  
Necessary Condition ◽  
Primary Role ◽  
Federal Law ◽  
Tender Offers ◽  
Federal Level ◽  
Going Private ◽  
Takeover Bids

This chapter focuses on mergers and acquisitions (M&A), entailing going-private transactions, tender offers, proxy contests, mergers, and similar types of transactions. While the framework established by the SEC and Congress on the federal level is commendable, significant gaps exist. This chapter focuses on these gaps and recommends specified measures that should be implemented. The recommended measures are directed toward elevating the federal government’s role to serve as the principal regulator overseeing the M&A process. Among the measures that should be adopted are that: state anti-takeover statutes should be federally preempted; the legitimacy of tactics undertaken in response to takeover bids should be within the province of federal law; and a necessary condition as to whether an offensive or defensive maneuver is permissible and given effect is whether the requisite shareholder approval has been obtained. Importantly, the recommendations advanced in this chapter do not materially impede M&A transactions, recognize that shareholder voice merits a primary role in this process, and correctly place matters of national policy with the federal government rather than the applicable state of incorporation.

scholarly journals Completing The Deal: Determinants of Successful Tender Offers

2011 ◽  
Vol 14 (3) ◽  
pp. 21 ◽  
Author(s):  
David J. Flanagan ◽  
James P. D'Mello ◽  
K. C. O'Shaughnessy
Keyword(s):  
Tender Offer ◽  
Tender Offers ◽  
Cross Border ◽  
Termination Fees

This study of 991 tender offers that occurred between 1985 and 1994 tests how a set of factors influenced the probability that tender offers will be successfully completed. The probability of tender offer success is increased by relatedness of the two firms, cross-border status, the existence of termination fees and pre-bid ownership of target stock. Two-tier transactions, hostile reactions, and competing bids negatively effect tender offer success. Implications for managers contemplating tender offers are discussed.

scholarly journals The impact of securities regulation in the European Union on M&A: Does it compensate to go beyond borders?

2022 ◽  
Vol ahead-of-print (ahead-of-print) ◽  
Author(s):  
Rita Monteiro ◽  
Sónia Silva
Keyword(s):  
European Union ◽  
Investor Protection ◽  
Equal Treatment ◽  
The European Union ◽  
Content Type ◽  
Cross Border ◽  
Eu Directive ◽  
Takeover Bids ◽  
The Impact ◽  
The Eu

Purpose The purpose of this study is to examine the impact of the transposition of the EU directive that regulates M&As on cross-border deals. Acquirers of targets located in the European Union (EU) must comply not only with takeover rules set individually by member states but also with European Council Directives. The most significant of these Directives in the context of mergers and acquisitions (M&As) is the Takeover Bids Directive (TBD). The intent of the Directive is to ensure equal treatment for all companies launching takeover bids or that are subject to a change in control, providing minimum harmonization rules in view of creating a transparent environment for cross-border takeovers. Design/methodology/approach This study uses the event-study and difference-in-differences approaches. Findings Using a sample of 2,129 M&As conducted between 2000 and 2015, this paper finds positive acquisition synergy for acquirers targeting firms from countries with stronger investor protection rules compared to the average of the EU, but no evidence regarding cross-border deals. The results support the prediction that regulation makes countries diverge more depending on their ex ante level of investor protection. Originality/value This study examines the impact of the enactment of the TBD on announcement returns of M&As in the EU.

Do Chinese acquirers paying premiums in large international acquisitions experience negative market reactions as Western counterparts?

2018 ◽  
Vol 12 (3) ◽  
pp. 307-317 ◽  
Author(s):  
Chiung-Hui Tseng ◽  
Tony Kuo
Keyword(s):  
Stock Market ◽  
Behavioral Finance ◽  
Signaling Theory ◽  
Positive Association ◽  
International Acquisitions ◽  
Market Reactions ◽  
Stock Market Returns ◽  
Content Type ◽  
Tender Offers ◽  
Cross Border

Purpose This study draws on behavioral finance and signaling theory to investigate market reactions to Chinese acquirers when they made premium payments in large cross-border acquisitions. Paying high premiums has been considered an inferior acquisition decision that engenders negative market reactions in previous studies examining Western acquirers. Moving beyond previous work, this paper aims to propose that the premiums paid by Chinese firms in large international acquisitions will yield positive market reactions. Design/methodology/approach This paper applies an event study method and tests hypotheses on a sample that comprises large international acquisitions made by Chinese acquirers between 2007 and 2012. Findings The acquisition premium paid by a Chinese acquirer in a large cross-border acquisition positively affects its stock market return to the acquisition announcement. That is, investors rely on the managers’ judgment about the synergistic and value-creating potential of the acquisitions, as inferred from the premiums paid. Moreover, it was found that the relationship between acquisition premiums and stock market returns is moderated by whether the transactions are tender offers, in that the positive relationship is weaker when acquisitions are tender offers. Originality/value Different from previous research focusing on Western companies and proposing a negative linkage between premiums paid and investor reactions to the acquisitions, this study sheds light on Chinese acquirers who paid premiums in large international acquisitions and, based on the logic of behavioral finance and signaling theory, posits a positive association in the context of Chinese acquirers.

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