A Legal and Economic Assessment of European Takeover Regulation

CEPS Paperbacks, ISBN 978-94-6138-234-4

288 Pages Posted: 12 Dec 2012

See all articles by Christophe Clerc

Christophe Clerc

Independent

Fabrice Demarigny

Independent

Mirzha de Manuel

European Union - European Commission

Diego Valiante

affiliation not provided to SSRN

Date Written: December 11, 2012

Abstract

Takeovers are one-off events, altering control and strategy within an organisation. But the chances of becoming the target of a bid, even where remote, daily influence corporate decision-making. Takeover rules are therefore central to company law and the balance of power among managers, shareholders and stakeholders alike. This study analyses the corporate governance drivers underpinning takeover bid regulations and assesses the implementation of the EU Directive on takeover bids and compares it with the legal framework of nine other major jurisdictions, including the US. It finds that similar rules have different effects depending on company-level and country-level characteristics and considers the use of modular legislation and optional provisions to cater for them.

This book is an abridged version, with additional policy suggestions, of the study prepared for the European Commission jointly by CEPS and the law firm Marccus Partners. The legal analysis in this book was conducted by Christophe Clerc, partner with the law firm Pinsent Masons and general manager of the Paris office and Fabrice Demarigny, Chairman of Marccus Partners and Head of Capital Market Activities within the Mazars group. The economic analysis was carried out by Diego Valiante, Research Fellow at CEPS and its in-house European Capital Markets Institute (ECMI) and by Mirzha de Manuel Aramendía, Researcher at ECMI and CEPS.

Keywords: European takeover regulation, European, takeover, corporate governance, EU Directive on takeover bids, takeover bid regulations

Suggested Citation

Clerc, Christophe and Demarigny, Fabrice and de Manuel, Mirzha and Valiante, Diego, A Legal and Economic Assessment of European Takeover Regulation (December 11, 2012). CEPS Paperbacks, ISBN 978-94-6138-234-4, Available at SSRN: https://ssrn.com/abstract=2187837

Fabrice Demarigny

Independent

Mirzha De Manuel

European Union - European Commission ( email )

Belgium

Diego Valiante

affiliation not provided to SSRN

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