scholarly journals The Future of Poison Pills in Canada: Are Takeover Bid Reforms Needed?

2016 ◽  
Vol 61 (1) ◽  
pp. 1-29 ◽  
Author(s):  
Anita Anand
Keyword(s):  
Boards Of Directors ◽  
Shareholder Rights ◽  
Hostile Takeover ◽  
Legal Regime ◽  
Poison Pill ◽  
The Future ◽  
Poison Pills ◽  
Takeover Bids

The rules regarding shareholder rights plans, also known as “poison pills”, ensure that boards of directors facing a hostile takeover bid can retain a poison pill for a period of time in order to search for other potential offers. Over the years, the period of time has grown in length from twenty to thirty-five days and the Canadian Securities Administrators (CSA) have recently proposed a 120-day period during which takeover bids would remain open. In light of the historical rationale of takeover bid law to protect the interests of target shareholders, this article argues that the legal regime should not allow an extensive bid period of 120 days. While other aspects of the CSA proposal are sound, a lengthy bid period disadvantages both target shareholders and bidders and will ultimately deter bids from occurring.

scholarly journals Is there power behind the dead hand? An empirical investigation of dead hand poison pills

2009 ◽  
Vol 7 (1) ◽  
pp. 370-379
Author(s):  
Katherine I. Gleason ◽  
Mark S. Klock
Keyword(s):  
Economic Theory ◽  
Empirical Study ◽  
Empirical Investigation ◽  
Shareholder Rights ◽  
Poison Pill ◽  
Proxy Contest ◽  
The Dead ◽  
Poison Pills

Dead hand poison pills prevent potential hostile acquirers from circumventing a poison pill with a proxy contest whereby newly elected directors could redeem the pill. Dead hand provisions only permit continuing directors to redeem. Shareholder rights advocates and legal scholars have criticized dead hand poison pills as an assault on shareholder governance, but economic theory suggests potential shareholder benefits. We provide the first empirical study of dead hand poison pills. We find that adoption of dead hand poison pills leads to gains for shareholders and losses for bondholders. This supports Schwert’s (2000) conjecture that poison pills provide shareholders with better premiums rather than entrench ineffective managers.

scholarly journals Takeover Bids in Europe in Times of a World-wide Pandemic Threat: A Delicate Balance Between the Fundamental Freedoms and the Protection of Europe’s and the Member States’ Strategic Assets

2020 ◽  
Vol 17 (3-4) ◽  
pp. 353-362
Author(s):  
Marieke Wyckaert
Keyword(s):  
National Security ◽  
World Wide ◽  
Public Order ◽  
Open Market ◽  
Delicate Balance ◽  
Fundamental Freedoms ◽  
The Future ◽  
Strategic Assets ◽  
Pandemic Threat ◽  
Takeover Bids

This paper explores takeover bids in Europe in times of the COVID-19 pandemic. The search for a balance between maintaining the open market as a European achievement and the protection of national security and public order is not a new phenomenon. This search is not easy with the future FDI Regulation and will raise additional questions.The FDI Regulation became very concrete thanks to the COVID-19 pandemic: At the beginning of the crisis, the Commission presented a Communication setting out guidelines for FDI to be applied prior to the regulation.

The Use of Contract Adjustments to Lengthen the CEO Horizon in the Presence of Internal and External Monitoring

2013 ◽  
Vol 25 (1) ◽  
pp. 199-229 ◽  
Author(s):  
Shane S. Dikolli ◽  
Susan L. Kulp ◽  
Karen L. Sedatole
Keyword(s):  
Boards Of Directors ◽  
Data Availability ◽  
Shareholder Rights ◽  
Compensation Contracts ◽  
Job Change ◽  
External Monitoring ◽  
Increased Risk ◽  
Short Horizon ◽  
High Level ◽  
A Current

ABSTRACT We investigate whether boards of directors adjust compensation contracts to lengthen a CEO's decision horizon, and if the use of such contract adjustments depends on the levels of external (i.e., shareholder-based) and internal (i.e., board-based) CEO monitoring. Based on insights from the career-concerns literature, we identify short-horizon CEOs as those nearing retirement, at a firm with a current earnings decline or loss, and/or with an impending job change. We find that firms with a CEO identified as having a short-horizon place greater contract weight on forward-looking information. This horizon-lengthening contract adjustment is less pronounced when there is greater external monitoring (i.e., as proxied by a high level of shareholder rights), consistent with the intuition that increased shareholder rights mitigate CEO entrenchment, leading to less myopic decision making, independent of a contract adjustment. However, we also find that the horizon-lengthening contract adjustment is more pronounced when there is greater internal monitoring (i.e., as proxied by characteristics of the board), consistent with the intuition that increased employment risk from more intense internal monitoring itself creates a demand for increased incentive weights as a means of compensating the CEO for the increased risk. Data Availability: Data used for this study are derived from publicly available databases and proxy statements. JEL Classifications: M52; M41; J33.

scholarly journals Declassification of corporate directors: Addressing the real concerns affecting stockholders.

2006 ◽  
Vol 3 (4) ◽  
pp. 160-163
Author(s):  
Darlene M. Andert
Keyword(s):  
Decision Making ◽  
Corporate Governance ◽  
Real Problem ◽  
Short Term ◽  
Business Outcomes ◽  
The Real ◽  
Poison Pill ◽  
The Future ◽  
Part Time ◽  
The Chairs

The future will provide the lesson about the effects of Board declassification. Yet, without question, declassification does degrade the synergy needed to build learning and decision-making symmetry, and it makes these part-time professionals, a temporary and potentially short-term member of a decision-making community. As a poison pill, this strategy remains questionable. Clearly, the alchemy of providing excellent oversight that generates great business outcomes is not the mandate of declassification. Declassification is a re-structuring strategy only. Real alchemy comes from a great deal of knowledge,, and sprinkle of luck, but remains unlinked to potentially changing the seats in the chairs after each election. Perhaps corporate governance restructuring should begin to address the real problem, which is positioning Directors to be knowledgeable, accountable, and ethical fiduciaries

scholarly journals Agreements in Construction: The Past, the Present, the Future

JURIST ◽  
2021 ◽  
Vol 4 ◽  
pp. 11-16
Author(s):  
Oleg V. Makarov ◽  
Keyword(s):  
Legal Regulation ◽  
Legal Aspects ◽  
Theoretical Development ◽  
Economic Factors ◽  
Legal Regime ◽  
The Past ◽  
The Future ◽  
Contractual Relations ◽  
Socio Economic Factors

Taking into account the historical and legal aspects, the article examines the current problems of improving the system of contractual relations of construction activities. The doctrine’s lack of attention to the study of contractual relations on construction, taking into account the combination of socio-economic factors and trends in the development of civil and legal regulation, has been revealed. The theoretical development of the problems of unification and differentiation of contractual relations on construction taking into account the specifics of construction and installation works was noted. The improvement of the civil-legal regime of contractual construction activities is seen in the adoption of the consolidation act.

scholarly journals The Copenhagen Accord and the future of the international climate change regime

2010 ◽  
Vol 1 (1) ◽  
Author(s):  
Francesco Sindico
Keyword(s):  
Climate Change ◽  
Point Of View ◽  
Legal Regime ◽  
Copenhagen Accord ◽  
The Future ◽  
International Climate ◽  
Environmental Integrity ◽  
Two Parameters ◽  
Global Carbon ◽  
International Climate Change

This paper analyses the environmental integrity, the nature and the political relevance of the Copenhagen Accord. According to the first two parameters, the Copenhagen Accord is not satisfactory. From a political point of view the conclusion is slightly different, albeit not positive. This paper concludes arguing that after the Copenhagen Conference the future of the international climate change legal regime is likely to be more fragmented, the Accord being one further piece of the global carbon puzzle.

8 The Exclusive Economic Zone

2015 ◽  
Author(s):  
Andreone Gemma
Keyword(s):  
United Nations ◽  
International Law ◽  
Future Development ◽  
Controversial Issue ◽  
Exclusive Economic Zone ◽  
Law Of The Sea ◽  
Legal Regime ◽  
The Future ◽  
United Nations Convention

The role of the Economic Exclusive Zone (EEZ) in the international law of the sea remains a controversial issue two decades after the 1982 United Nations Convention on the Law of the Sea (LOSC) came into force. This chapter examines the evolution of the concept and its juridical nature, and the legal regime applicable to the EEZ. It considers the future development of the EEZ legal regime, exploring the principal controversial features that may influence its course.

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