| 来源类型 | FEEM working papers "Note di lavoro" series
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| 规范类型 | 论文
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| European Takeover Law: The Case for a Neutral Approach |
| Luca Enriques
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| 发表日期 | 2010
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| 出处 | Economy and Society
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| 出版年 | 2010
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| 语种 | 英语
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| 摘要 | This paper argues that in revising the Takeover Bid Directive, EU policymakers should adopt a neutral approach toward takeovers, i.e. enact rules that neither hamper nor promote them. The rationale behind this approach is that takeovers can be both value-creating and value-decreasing and there is no way to tell ex ante whether they are of the former or the latter kind. Unfortunately, takeover rules cannot be crafted so as to hinder all the bad takeovers while at the same time promoting the good ones. Further, contestability of control is not cost-free, because it has a negative impact on managers’ and block-holders’ incentives to make firm-specific investments of human capital, which in turn affects firm value. It is thus argued that individual companies should be able to decide how contestable their control should be. After showing that the current EC legal framework for takeovers overall hinders takeover activity in the EU, the paper identifies three rationales for a takeover-neutral intervention of the EC in the area of takeover regulation (pre-emption of “takeover-hostile,” protectionist national regulations, opt-out rules protecting shareholders vis-à-vis managers’ and dominant shareholders’ opportunism in takeover contexts, and menu rules helping individual companies define their degree of control contestability) and provides examples of rules that may respond to such rationales. |
| 特色分类 | K22;G34;G38
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| 关键词 | Takeover Bid Directive
Board Neutrality
Mandatory Bid Rule
Market for Corporate Control
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| URL | https://www.feem.it/en/publications/feem-working-papers-note-di-lavoro-series/european-takeover-law-the-case-for-a-neutral-approach/
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| 来源智库 | Fondazione Eni Enrico Mattei (Italy)
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| 资源类型 | 智库出版物
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| 条目标识符 | http://119.78.100.153/handle/2XGU8XDN/117836
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推荐引用方式
GB/T 7714 |
Luca Enriques. European Takeover Law: The Case for a Neutral Approach. 2010.
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