Takeover Regulation as a Wolf in Sheep's Clothing: Taking Armour & Skeel's Thesis to Continental Europe

32 Pages Posted: 17 Jan 2008 Last revised: 12 May 2009

See all articles by Marco Ventoruzzo

Marco Ventoruzzo

Bocconi University - Department of Law

Date Written: January 1, 2008


Aesop was an optimist. In his cautionary fable that inspired the famous admonition about wolves in sheep's clothing, the predator intentionally dons a sheep's fleece in order to sneak up on a lamb. His disguise, it turns out, is so effective that he ends up being mistaken for the real thing and killed by another wolf. According to Aesop, even the most effective fraud can turn against its perpetrator, and justice be done. The results are not always so salutary with other clandestine predators, including legal rules that appear aimed at protecting vulnerable groups, but instead provide valuable tools to be exploited by other, and more powerful, lobbies. The thesis of this Article is that some of the takeover regulations that have proven so successful at protecting minority shareholders in the U.K., and have been incorporated into European takeover regulation, may operate in Continental systems as a deceptive guise that instead ensures protection for entrenched controlling shareholders.

Keywords: Takeover, Tende offer, Mandatory bid, Defensive measures, Breakthrough rule, Ownership stucture, Institutional Investors, Thirteenth Directive

JEL Classification: K22

Suggested Citation

Ventoruzzo, Marco, Takeover Regulation as a Wolf in Sheep's Clothing: Taking Armour & Skeel's Thesis to Continental Europe (January 1, 2008). Penn State Legal Studies Research, Bocconi Legal Studies Research Paper No. 2008-02, Available at SSRN: https://ssrn.com/abstract=1084429 or http://dx.doi.org/10.2139/ssrn.1084429

Marco Ventoruzzo (Contact Author)

Bocconi University - Department of Law ( email )

Via Roentgen, 1
Milan, Milan 20136

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