Abstract

http://ssrn.com/abstract=1497083
 
 

Citations (1)



 
 

Footnotes (270)



 


 



A Simple Theory of Takeover Regulation in the United States and Europe


Guido A. Ferrarini


University of Genoa - Law School; European Corporate Governance Institute (ECGI)

Geoffrey P. Miller


New York University School of Law

October 30, 2009

Cornell International Law Journal, Forthcoming
ECGI - Law Working Paper No. 139/2010
NYU Law and Economics Research Paper No. 09-42

Abstract:     
This paper presents a simple model of takeover regulation in a federal system. The theory has two parts. First, the model predicts that the rules applicable at more general political levels will be more favorable to takeover bids than will the rules applicable at local levels. The reason is that unlike bidders, who do not know ex ante where they will find targets, targets can concentrate their political activities knowing that the law of their jurisdiction will apply to any attempt to take them over. On the other hand, at more general political levels this advantage for target firms disappears, so the rules are expected to be less target-friendly. This is in fact the pattern we observe both in the United States and the European Union. Second, the model predicts that rules on takeovers will reflect the degree of concern that targets have about potential hostile bids. Where firms are well-protected against unfriendly takeovers – for example, in jurisdictions where companies are under family control – takeover regulation is likely to be less target-friendly than in jurisdictions where potential targets are more exposed to a hostile acquisition. This pattern is also observed in takeover regulation.

Number of Pages in PDF File: 49

Accepted Paper Series





Download This Paper

Date posted: October 30, 2009 ; Last revised: January 13, 2010

Suggested Citation

Ferrarini, Guido A. and Miller, Geoffrey P., A Simple Theory of Takeover Regulation in the United States and Europe (October 30, 2009). Cornell International Law Journal, Forthcoming; ECGI - Law Working Paper No. 139/2010; NYU Law and Economics Research Paper No. 09-42. Available at SSRN: http://ssrn.com/abstract=1497083

Contact Information

Guido A. Ferrarini (Contact Author)
University of Genoa - Law School ( email )
Via Balbi, 22
16126 Genova
Italy
+39 010 209 9894 (Phone)
+39 010 209 9890 (Fax)
HOME PAGE: http://www.clfge.org
European Corporate Governance Institute (ECGI)
c/o ECARES ULB CP 114
B-1050 Brussels
Belgium
HOME PAGE: http://www.ecgi.org
Geoffrey P. Miller
New York University School of Law ( email )
Center for the Study of Central Banks
40 Washington Square South
New York, NY 10012-1099
United States
212-998-6329 (Phone)
212-995-4590 (Fax)
Feedback to SSRN


Paper statistics
Abstract Views: 3,113
Downloads: 834
Download Rank: 15,059
Citations:  1
Footnotes:  270

© 2014 Social Science Electronic Publishing, Inc. All Rights Reserved.  FAQ   Terms of Use   Privacy Policy   Copyright   Contact Us
This page was processed by apollo3 in 0.547 seconds