Regulating the Regulators: A Comparative Analysis of Takeover Law

55 Pages Posted: 17 Nov 2019

See all articles by Fletcher Boswell

Fletcher Boswell

Victoria University of Wellington, Faculty of Law, Student/Alumni

Date Written: 2018

Abstract

This dissertation examines takeover regulation in New Zealand, the United Kingdom and the United States of America. It outlines the three systems of regulation before seeking to explain why differences exist between jurisdictions. The paper focuses on the non- frustration rule and self-regulation as two differences which set the systems apart. It evaluates theoretical merits as potential reasons for the divergence in regulatory approaches. Three jurisdiction-specific factors are also cited as reasons for differences in regulation: the competition generated through federalism, the influence of institutional shareholders and political ideology. The paper uses this analysis of the systems and influences on these systems as a platform to suggest reform to the New Zealand regulatory model. The reforms are centered on two parts of takeover regulation: active institutional investment and panel-lead regulation. It advocates for institutional investors to take a more active role in monitoring directors through the creation of a “Stewardship Code”. Further, the paper suggests the judiciary should exercise more restraint in its review of the Takeover Panel’s decisions. This would help foster commercial certainty as well as the cooperative relationship between the regulator and industry. The purpose of these reforms are to proactively ensure takeover regulation in New Zealand is well-supported and efficient as it faces progressively more commercial activity.

Keywords: Takeover regulation, Comparative Corporate Governance, Takeovers Act 1993, Takeovers Panel

JEL Classification: K00

Suggested Citation

Boswell, Fletcher, Regulating the Regulators: A Comparative Analysis of Takeover Law (2018). Victoria University of Wellington Legal Research Paper, Student/Alumni Paper No. 42/2019. Available at SSRN: https://ssrn.com/abstract=3485310 or http://dx.doi.org/10.2139/ssrn.3485310

Fletcher Boswell (Contact Author)

Victoria University of Wellington, Faculty of Law, Student/Alumni ( email )

PO Box 600
Wellington, Victoria 6140
New Zealand

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