Takeover Defenses Under Delaware Law, the Proposed Thirteenth EU Directive and the New German Takeover Law: Comparison and Recommendations for Reform
Richard W. Painter
University of Minnesota Law School
Humboldt University of Berlin - Faculty of Law; Humboldt University of Berlin - Faculty of Economics
American Journal of Comparative Law, 2002
This article compares (i) Germany's highly protectionist 2001 corporate takeover law, (ii) the proposed EU Thirteenth Directive (which endorses the very different market oriented "strict neutrality rule" of the London City Code) and (iii) Delaware's "modified business judgment rule" which lies somewhere between these two approaches. The article also discusses some of the political and economic explanations for Germany's approach to hostile takeovers. The last section of the article discusses a fourth approach favored by the authors: allowing managers to initiate defenses against hostile tender offers but then allowing shareholders to veto management initiated defensive tactics through voting on the Internet.
Number of Pages in PDF File: 26
JEL Classification: F3, KOAccepted Paper Series
Date posted: May 31, 2002
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