Developing a methodology for assessing the risk of hostile takeover of a motor transport enterprise and measures to prevent it

Problem. Mergers and acquisitions are traditional processes of redistribution of property rights in a market economy. Mergers are often used by companies to gain control over larger market segments and increase performance efficiency. The acquisition process is not always desirable for the target company and is often used to establish control over its assets. Thus, the problems of assessing the risk of hostile takeover of the enterprise and its prevention are extremely relevant at the current stage, especially in the transport sector of Ukraine. Goal. The goal of the work is to develop the methodology for assessing the risk of hostile takeover of a motor transport enterprise and suggest methods for preventing its occurrence. Methodology. During the study, the following research methods have been used: analysis and synthesis, logical analysis. Information resources of the study are electronic information resources and periodic publications. Results. The risk of hostile takeover of an enterprise is the probability that the enterprise will become the takeover target through the legal actions and methods taken by the acquirer, but the acquisition procedure itself is against the wishes of the target’s board. The list of factors that determine the attractiveness of the potential acquisition target includes: the attractiveness of the enterprise in terms of its financial results and performance, the enterprise is not public, it occupies a considerable market segment, the enterprise operates as a joint-stock company, it is attractive in terms of further resale of its assets, the prospects of the industry in which the enterprise operates. According to the results of the studies assessing the risk level of hostile takeover of the group of motor transport enterprises, it has been revealed that 45% of enterprises are in the medium risk group. The following list of measures aimed at defending motor transport enterprises against hostile takeovers has been developed: the formation of optimal share capital structure; share consolidation when the majority shareholder holds the controlling interest; carrying out a sound dividend policy, the continuous monitoring of amounts and maturity dates of accounts payable, preventing the risk of arousing the counterparties’ interest in the resale of debt obligations of the enterprise to others. Originality. The methodology for assessing the risk of hostile takeover of a motor transport enterprise and reasonable measures to prevent its occurrence have been proposed. Practical value. The proposed recommendations can be used by the owners and management of motor transport enterprises to build an effective system for preventing potential hostile takeovers.

Repurposing Institutions: Trust Offices and the Dutch Financial System, 1690s–2000s

Since the late seventeenth century, trust offices (administratiekantoren) that repackage securities have been a central institution in Dutch finance. Their basic form and functioning have remained largely the same, but over time, the repackaging has come to serve different purposes. Originally set up for administrative convenience, they helped to create liquidity, notably for foreign securities. From the 1930s, their primary purpose became to shield directors of large corporations from shareholder influence and hostile takeover threats. Subsequently, the trust offices evolved from general-purpose administrative units into dedicated foundations closely tied to individual companies and increasingly popular with foreign corporations as cheap anti-takeover devices. Their reincarnation as foundations also turned them into vehicles for the tax-efficient routing of international revenue flows via the Netherlands.

Hostile Takeovers: Desirable or Dangerous? A Survey Study into the Circumstances Under Which Hostile Takeovers in the Netherlands Are (Un)Permissible

A number of recent hostile takeover attempts in The Netherlands have triggered the discussion in the Netherlands on the circumstances under which protection of the target company against a hostile takeover should be justified or not be justified. To answer this question, 21 experts involved in mergers and acquisitions from various angels on the highest (management) level, were selected to participate in a survey investigation combining open questions and giving scores for submitted factors. The outcomes show that the participants advocate non-protection in case of relatively high performance of the bidding company, new value creating opportunities a non-responsive board of the Target with personal interest of the board, and cash payment for the target. They are in favor of protection in case of takeover attempts that incur personal board benefits of bidder or target, intended debt push down financing, and in case of considerable societal risks and consequences.

OPTIMALISASI HAK PEMEGANG SAHAM ATAS KEWENANGAN OJK DALAM PELAKSANAAN AKUISISI LEMBAGA JASA KEUANGAN BANK PADA MASA PANDEMI COVID-19

Pasca diterbitkannya PERPPU Nomor 1 Tahun 2020 Tentang Kebijakan Keuangan Negara Dan Stabilitas Sistem Keuangan Untuk Penanganan Pandemi Corona Virus Disease 2019 (COVID-19) Dan/Atau Dalam Rangka Menghadapi Ancaman Yang Membahayakan Perekonomian Nasional Dan/Atau Stabilitas Sistem Keuangan, OJK dapat memberikan perintah tertulis terhadap Bank untuk melakukan restrukturisasi salah satunya yakni Akuisisi serta berwenang melakukan uji kelayakan bagi calon Pemegang Saham Pengendali Bank. Metode yang digunakan dalam penulisan artikel ini bersifat penelitian yuridis normatif dengan pendekatan perundang-undangan dan konseptual. Hasil Pembahasan menunjukkan bahwa kewenangan OJK dalam pelaksanaan Akuisisi belum memperhatikan Hak Pemegang Saham yang dijamin dalam UUPT serta adanya perbuatan melawan hukum oleh OJK yang mengakibatkan terjadinya Akuisisi Paksa atau Hostile Takeover. Diskresi OJK terhadap pelaksanaan Akuisisi tidak sejalan dengan Asas Freedom of Contract karena Bank memiliki independensi dalam pelaksanaan RUPS untuk agenda korporasi, Bank juga merupakan bagian dari Perseroan Terbatas yang tunduk pada UUPT sehingga Optimalisasi Hak Pemegang Saham perlu ditingkatkan.

Party manoeuvrings could become distraction for Jokowi

Significance Most PD members say this is a hostile takeover. Jokowi denies prior knowledge of the move and has called on all sides to respect the constitution. Meanwhile, some lawmakers want to amend the constitution so that presidents are no longer limited to two terms. Impacts PD disunity will intensify, irrespective of how the dispute over the party’s chairmanship is resolved. Jokowi will try to reassure the public that his government’s focus is on managing the ongoing COVID-19 crisis. The Corruption Eradication Commission will continue to make high-profile arrests.

The Takeover of the Banco de Comercio of 1954: Collision and Collusion between Mexican Political and Business Elites

The hostile takeover of the Banco de Comercio in 1954 made way for the era of Manuel Espinosa Yglesias, who would transform the bank into Mexico’s largest. However, the episode is more historically notable for what happened behind the scenes: the first large-scale hostile takeover in Mexico; the fact that those who lost control of the bank numbered among the country’s most powerful businessmen; the illegal participation as chief purchaser of the foreign citizen William Jenkins, and, as this article argues, the state’s approval of the deal on the basis of the distinct political affiliations and relationships of the parties involved. Overall, the episode offers a case study in Mexican state-capital interdependence.

Corporate control contests and the asymmetric disclosure of bad news: Evidence from peer firm disclosure response to takeover threat

We examine the voluntary disclosure behavior of peer firms of hostile takeover targets. We find that peer firms under control threat use a disclosure strategy that emphasizes bad news: they provide more bad news forecasts, tend to bundle bad news forecasts with earnings announcements, use more negative tone in conference call presentations, and more evenly distribute negative tonal words throughout the presentation to heighten the visibility of bad news. This asymmetric disclosure of bad news is concentrated in firms whose managers have greater incentives to mitigate control threats - firms with younger CEOs, CEOs with higher total compensation, and firms with weaker anti-takeover provisions. Further tests show that peer firms also manage accruals downward. We contribute to the sparse literature on the impact of corporate control contests on voluntary disclosure by demonstrating that peer firms under control threat emphasize bad news to preempt control threat.