Based on a comprehensive dataset on competition laws around the world, we examine the impact of competition laws on firms’ earnings management. In a cross-country examination using data from 58 countries, we find that firms tend to inflate their earnings when their countries adopt stricter competition laws, which supports the pressure effect of product market competition. This impact of competition laws is weaker for firms with a lower level of financial constraint, more investment opportunities, higher institutional ownership, or cross-listing, and stronger for firms in countries without IFRS adoption, with higher political uncertainty, or with less investor protection. Evidence from accounting figures further confirms the positive impact of competition laws on earnings management. Overall, our results shed light on the real effect of competition laws on firms’ earnings management decisions.
{"title":"Competition Laws and Earnings Management: International Evidence","authors":"Tao Chen, Jimmy Chengyuan Qu","doi":"10.2139/ssrn.3776211","DOIUrl":"https://doi.org/10.2139/ssrn.3776211","url":null,"abstract":"Based on a comprehensive dataset on competition laws around the world, we examine the impact of competition laws on firms’ earnings management. In a cross-country examination using data from 58 countries, we find that firms tend to inflate their earnings when their countries adopt stricter competition laws, which supports the pressure effect of product market competition. This impact of competition laws is weaker for firms with a lower level of financial constraint, more investment opportunities, higher institutional ownership, or cross-listing, and stronger for firms in countries without IFRS adoption, with higher political uncertainty, or with less investor protection. Evidence from accounting figures further confirms the positive impact of competition laws on earnings management. Overall, our results shed light on the real effect of competition laws on firms’ earnings management decisions.","PeriodicalId":117639,"journal":{"name":"LSN: Takeover Law (Topic)","volume":"14 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-10-28","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"128918217","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Modern commercial contracts - those governing mergers & acquisitions and financial derivatives, for instance - have become structurally complex and interconnected. Yet contract law largely ignores structural complexity. This Article develops a theory of “contractual structuralism” to explain the important role of structure in every aspect of contract law, from the design of a contract to courts’ interpretation and enforcement. For generations, scholars have debated whether a court should consider only the text of a contract or also consider broader context to determine parties’ intent. More recently, scholars have shown that parties can choose between textual and contextual interpretation by drafting a contract provision as a rule or a standard. Rules signal that parties have fully thought through the issues and a court should interpret textually, and standards signal the need for further contextual exploration. This Article builds upon that pioneering work to make two contributions to the literature. First, it provides the first comprehensive account of structural complexity in modern contracting, and explains how modern contract designers use structure to advance their goals. Second, it shows how the design of contract structure can influence interpretation. Contracts have grown - in scope, length, and complexity - and provisions are no longer strictly rules or strictly standards. Rather, they bleed into and interact with one another, complicating parties’ ability to always pair textualist enforcement with a rule and contextualist enforcement with a standard. Tweaking deal structure provides contract designers another way, beyond using a rule or standard, to nudge courts toward a particular interpretive mode. Specifically, structural isolation of provisions - a modular contract structure - is required for the kind of toggling between textualism and contextualism that other scholars have envisioned. Understanding how a contract’s parts are put together - the structure of the contract - is important to understanding how to design contacts, and can greatly influence how courts interpret contracts.
{"title":"Deal Structure","authors":"Cathy Hwang, Matthew C. Jennejohn","doi":"10.2139/ssrn.3043860","DOIUrl":"https://doi.org/10.2139/ssrn.3043860","url":null,"abstract":"Modern commercial contracts - those governing mergers & acquisitions and financial derivatives, for instance - have become structurally complex and interconnected. Yet contract law largely ignores structural complexity. This Article develops a theory of “contractual structuralism” to explain the important role of structure in every aspect of contract law, from the design of a contract to courts’ interpretation and enforcement. For generations, scholars have debated whether a court should consider only the text of a contract or also consider broader context to determine parties’ intent. More recently, scholars have shown that parties can choose between textual and contextual interpretation by drafting a contract provision as a rule or a standard. Rules signal that parties have fully thought through the issues and a court should interpret textually, and standards signal the need for further contextual exploration. This Article builds upon that pioneering work to make two contributions to the literature. First, it provides the first comprehensive account of structural complexity in modern contracting, and explains how modern contract designers use structure to advance their goals. Second, it shows how the design of contract structure can influence interpretation. Contracts have grown - in scope, length, and complexity - and provisions are no longer strictly rules or strictly standards. Rather, they bleed into and interact with one another, complicating parties’ ability to always pair textualist enforcement with a rule and contextualist enforcement with a standard. Tweaking deal structure provides contract designers another way, beyond using a rule or standard, to nudge courts toward a particular interpretive mode. Specifically, structural isolation of provisions - a modular contract structure - is required for the kind of toggling between textualism and contextualism that other scholars have envisioned. Understanding how a contract’s parts are put together - the structure of the contract - is important to understanding how to design contacts, and can greatly influence how courts interpret contracts.","PeriodicalId":117639,"journal":{"name":"LSN: Takeover Law (Topic)","volume":"39 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2017-12-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"125655363","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
This paper examines the main determinants of the bid premium and tender success under mandatory bid rule, viewed as a corporate governance mechanism in blockholder regimes. We explore a comprehensive dataset covering all the takeover bids organized on the Romanian market for corporate control between 1998 and 2012. The peculiar institutional framework in Romania allows to factor in the analysis novel structural elements, like privatization transactions conducted by the government outside the stock market, trading made by insiders before the bid and dilutive capital increases. After controlling for the influence of ownership and corporate governance attributes of targets, our main findings suggest that various market price components are strong predictors of both bid premiums and tender success. The tender decision depends also on the scope of expropriation perceived by minority shareholders of the target. Our study concludes that stronger capital market discipline is at least as important as the legal details of takeover regulation for insuring an effective protection of minority shareholders.
{"title":"Takeover Bids’ Profile Under Mandatory Bid Rule: Evidence from an Emerging Market","authors":"Diana Pop, A. Pop","doi":"10.2139/ssrn.3199678","DOIUrl":"https://doi.org/10.2139/ssrn.3199678","url":null,"abstract":"This paper examines the main determinants of the bid premium and tender success under mandatory bid rule, viewed as a corporate governance mechanism in blockholder regimes. We explore a comprehensive dataset covering all the takeover bids organized on the Romanian market for corporate control between 1998 and 2012. The peculiar institutional framework in Romania allows to factor in the analysis novel structural elements, like privatization transactions conducted by the government outside the stock market, trading made by insiders before the bid and dilutive capital increases. After controlling for the influence of ownership and corporate governance attributes of targets, our main findings suggest that various market price components are strong predictors of both bid premiums and tender success. The tender decision depends also on the scope of expropriation perceived by minority shareholders of the target. Our study concludes that stronger capital market discipline is at least as important as the legal details of takeover regulation for insuring an effective protection of minority shareholders.","PeriodicalId":117639,"journal":{"name":"LSN: Takeover Law (Topic)","volume":"82 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2017-06-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"126966368","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Timely decision-making is an important element of an effective system of dispute resolution. The ability of tribunals to make relatively speedy decisions is accordingly a key advantage of using administrative tribunals in place of courts. This article examines the speed with which the Australian Takeovers Panel has made its decisions since it became the primary forum for resolving takeover disputes on 13 March 2000 up to 30 June 2016. The assessment is conducted based on an empirical analysis of the timing of Panel decision-making. It focusses particularly on the time taken by the Panel to make its decisions and publish the reasons for its decisions over that period.
{"title":"Speed in Decision-Making: An Assessment of the Australian Takeovers Panel","authors":"E. Armson","doi":"10.2139/ssrn.3187022","DOIUrl":"https://doi.org/10.2139/ssrn.3187022","url":null,"abstract":"Timely decision-making is an important element of an effective system of dispute resolution. The ability of tribunals to make relatively speedy decisions is accordingly a key advantage of using administrative tribunals in place of courts. This article examines the speed with which the Australian Takeovers Panel has made its decisions since it became the primary forum for resolving takeover disputes on 13 March 2000 up to 30 June 2016. The assessment is conducted based on an empirical analysis of the timing of Panel decision-making. It focusses particularly on the time taken by the Panel to make its decisions and publish the reasons for its decisions over that period.","PeriodicalId":117639,"journal":{"name":"LSN: Takeover Law (Topic)","volume":"19 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2017-01-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"123727359","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
This report provides preliminary statistics for takeover litigation in 2014. Takeover litigation continued at a "steady state" and at an extremely high rate. Lawsuits were brought in 94.9% of takeovers in 2014 versus 39% in 2005. This is the fourth year in a row that the rate of litigation was over 90%. Multi-jurisdictional litigation continued a two-year decline, perhaps in part due to the rise of forum selection by-laws. 33.8% of deals experienced suits in multiple states compared to 41.8% in 2013 and 52.7% in 2012. Each transaction attracted an average number of 4.3 lawsuits. Median attorneys’ fees for settlements rose to $550 thousand from $450 thousand in 2013. Further information and numbers are contained in the report.
{"title":"Takeover Litigation in 2014","authors":"Matthew D. Cain, Steven Davidoff Solomon","doi":"10.2139/SSRN.2567902","DOIUrl":"https://doi.org/10.2139/SSRN.2567902","url":null,"abstract":"This report provides preliminary statistics for takeover litigation in 2014. Takeover litigation continued at a \"steady state\" and at an extremely high rate. Lawsuits were brought in 94.9% of takeovers in 2014 versus 39% in 2005. This is the fourth year in a row that the rate of litigation was over 90%. Multi-jurisdictional litigation continued a two-year decline, perhaps in part due to the rise of forum selection by-laws. 33.8% of deals experienced suits in multiple states compared to 41.8% in 2013 and 52.7% in 2012. Each transaction attracted an average number of 4.3 lawsuits. Median attorneys’ fees for settlements rose to $550 thousand from $450 thousand in 2013. Further information and numbers are contained in the report.","PeriodicalId":117639,"journal":{"name":"LSN: Takeover Law (Topic)","volume":"62 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-02-20","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"134565589","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Conventional wisdom regards the combination of a staggered board with a dual-class capital structure as superfluous. However, the incidence of this combination in U.S. firms, identified in this Paper, is not trivial. This Paper considers a few possible motivations for this practice and reports the results of empirical studies conducted on dual-class firms with staggered boards. Significantly, even in the universe of dual-class capital structures, effective staggered boards are associated with lower firm value. These findings suggest that entrenchment may not fully explain the correlation between lower value and staggered boards in single-class firms.
{"title":"Why Do Dual-Class Firms Have Staggered Boards?","authors":"Mira Ganor","doi":"10.2139/SSRN.2469650","DOIUrl":"https://doi.org/10.2139/SSRN.2469650","url":null,"abstract":"Conventional wisdom regards the combination of a staggered board with a dual-class capital structure as superfluous. However, the incidence of this combination in U.S. firms, identified in this Paper, is not trivial. This Paper considers a few possible motivations for this practice and reports the results of empirical studies conducted on dual-class firms with staggered boards. Significantly, even in the universe of dual-class capital structures, effective staggered boards are associated with lower firm value. These findings suggest that entrenchment may not fully explain the correlation between lower value and staggered boards in single-class firms.","PeriodicalId":117639,"journal":{"name":"LSN: Takeover Law (Topic)","volume":"39 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2014-07-22","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"132607392","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Using 636 large acquisition attempts that are accompanied by a negative stock price reaction at their announcement (“value-reducing acquisition attempts”) from 1990 to 2010, we find that, in deciding whether to abandon a value-reducing acquisition attempt, managers' sensitivity to the firm's stock price reaction at the announcement is influenced by the level and the tone of media attention to the proposed transaction. We interpret the results to imply that managers have reputational capital at risk in making corporate capital allocation decisions and that the level and tone of media attention heighten the impact of a value-reducing acquisition on the managers' reputational capital. To the extent that value-reducing acquisition attempts are more likely to be abandoned, the media can play a role in aligning managers' and shareholders' interests.
{"title":"The Role of the Media in Corporate Governance: Do the Media Influence Managers’ Capital Allocation Decisions?","authors":"Baixiao Liu, John J. Mcconnell","doi":"10.2139/ssrn.2004567","DOIUrl":"https://doi.org/10.2139/ssrn.2004567","url":null,"abstract":"Using 636 large acquisition attempts that are accompanied by a negative stock price reaction at their announcement (“value-reducing acquisition attempts”) from 1990 to 2010, we find that, in deciding whether to abandon a value-reducing acquisition attempt, managers' sensitivity to the firm's stock price reaction at the announcement is influenced by the level and the tone of media attention to the proposed transaction. We interpret the results to imply that managers have reputational capital at risk in making corporate capital allocation decisions and that the level and tone of media attention heighten the impact of a value-reducing acquisition on the managers' reputational capital. To the extent that value-reducing acquisition attempts are more likely to be abandoned, the media can play a role in aligning managers' and shareholders' interests.","PeriodicalId":117639,"journal":{"name":"LSN: Takeover Law (Topic)","volume":"10 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2013-04-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"129625371","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Increasing globalization of international markets has prompted development of economies of scale on the international level. Mergers and acquisitions is one of the ways for the multinational companies to increase their competitiveness and expand on the global market. This business strategy is limited by the existing merger control regulations on the national level. The multi-jurisdictional approval of trans-national mergers remains costly and lengthy procedure that negatively affects companies’ performance and growth. International antitrust, as it stands today hasn’t produced an optimal, universally accepted model to deal with the trans-national mergers. There are several alternative solutions in the form of bilateral cooperation of competition authorities, comity agreements, proposals to design an international competition treaty or delegate the merger control competence to an international organization like WTO. Special emphasis will be attributed to the example of the EU-US merger control cooperation as a model for other countries. Present research is aimed at analysis of the trans-national merger control from the position of the business community. What is the role and the position of the business on this issue? What are the benefits and challenges that companies encounter within existing merger control frameworks? Comparative and interdisciplinary approach is used in order to analyze this multi-dimensional issue from the substantive and procedural points of view. Present work provides arguments in favor of the existing and evolving cooperation among competition authorities and its value to the business community and calls for increased involvement of business representatives in the policy development process.
{"title":"Competitiveness and Competition: International Merger Control from the Business Prospective","authors":"A. Svetlicinii","doi":"10.2139/ssrn.2237904","DOIUrl":"https://doi.org/10.2139/ssrn.2237904","url":null,"abstract":"Increasing globalization of international markets has prompted development of economies of scale on the international level. Mergers and acquisitions is one of the ways for the multinational companies to increase their competitiveness and expand on the global market. This business strategy is limited by the existing merger control regulations on the national level. The multi-jurisdictional approval of trans-national mergers remains costly and lengthy procedure that negatively affects companies’ performance and growth. International antitrust, as it stands today hasn’t produced an optimal, universally accepted model to deal with the trans-national mergers. There are several alternative solutions in the form of bilateral cooperation of competition authorities, comity agreements, proposals to design an international competition treaty or delegate the merger control competence to an international organization like WTO. Special emphasis will be attributed to the example of the EU-US merger control cooperation as a model for other countries. Present research is aimed at analysis of the trans-national merger control from the position of the business community. What is the role and the position of the business on this issue? What are the benefits and challenges that companies encounter within existing merger control frameworks? Comparative and interdisciplinary approach is used in order to analyze this multi-dimensional issue from the substantive and procedural points of view. Present work provides arguments in favor of the existing and evolving cooperation among competition authorities and its value to the business community and calls for increased involvement of business representatives in the policy development process.","PeriodicalId":117639,"journal":{"name":"LSN: Takeover Law (Topic)","volume":"20 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2013-03-22","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"124373516","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
In last couple of years, the activities of certain investors on world capital markets raised controversies as to their duties to disclose shareholdings in publicly listed issuers. These activities involved the use of cash-settled security-based financial instruments, such as call options and swaps, which enabled their holders to conceal their takeover intentions and virtually acquire access to shares in target companies, while staying out of scope of the legislation in force. This was apparently possible since cash-settled financial instruments did not provide their holders with any right either to acquire the referenced shares or to direct the voting under those shares in the general meeting of the target. The non-disclosure of positions in cash-settled financial instruments referencing the target shares left other investors, shareholders and boards of directors without the relevant information on possible changes of control, which might have influenced the target’s stock prices and possible defence strategies in case of a hostile takeover. The question whether these investors violated their duties or not is still unsettled among scholars which is why some states like Germany decided to expressly include these financial instruments in the securities legislation disclosure duties.
{"title":"Use of Cash-Settled Derivatives in Public Takeovers: A Challenge for Legislators, Regulators and Courts","authors":"Danijela Stanković","doi":"10.2139/SSRN.2290899","DOIUrl":"https://doi.org/10.2139/SSRN.2290899","url":null,"abstract":"In last couple of years, the activities of certain investors on world capital markets raised controversies as to their duties to disclose shareholdings in publicly listed issuers. These activities involved the use of cash-settled security-based financial instruments, such as call options and swaps, which enabled their holders to conceal their takeover intentions and virtually acquire access to shares in target companies, while staying out of scope of the legislation in force. This was apparently possible since cash-settled financial instruments did not provide their holders with any right either to acquire the referenced shares or to direct the voting under those shares in the general meeting of the target. The non-disclosure of positions in cash-settled financial instruments referencing the target shares left other investors, shareholders and boards of directors without the relevant information on possible changes of control, which might have influenced the target’s stock prices and possible defence strategies in case of a hostile takeover. The question whether these investors violated their duties or not is still unsettled among scholars which is why some states like Germany decided to expressly include these financial instruments in the securities legislation disclosure duties.","PeriodicalId":117639,"journal":{"name":"LSN: Takeover Law (Topic)","volume":"7 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2012-11-07","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"126257120","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
The takeover of Cadbury’s plc by US multinational Kraft in 2010 led to the questioning of the UK’s open market for corporate control and brought stakeholders’ interests, corporations’ long-term growth and CSR practices in the spotlight. Reference to the Cadbury’s takeover as a paradigm will suggest that the reform of the UK Takeover Rules in 2011 in favor of a more long-term stakeholder interpretation of the rules is likely to have an impact on the potential revision of the equivalent EU Rules in time to come. The article begins by analyzing the European Commission’s 2011 definition of the term CSR. Following, it outlines the stakeholder focused provisions found in the EU Takeover Directive and identifies ambiguous concepts, as well as legal gaps in relation to protecting corporate interests, including those of stakeholders’. The article identifies factors, such as non-available information on CSR in the share price and directors’ corporate strategies guided by stockholders short-term interests, that impact negatively on the desired symbiosis of takeovers and CSR. Along these lines and in considering the need for legal certainty and the need to address market failures, a ‘stakeholder friendly’ reform of the Directive’s provisions is proposed. The final part of the paper proposes specific amendments to the EU Takeover Directive and takes into account data from a preliminary brief overview of ‘The Study’ on the application of the EU Takeover Directive presented by Marcuus Partners in 09.11 and from the Freshfields Bruckhaus Deringer Expert Survey Report on the ‘Reform of EU Takeover Directive and of German Takeover Law’, dated 11.11.
2010年，美国跨国公司卡夫(Kraft)收购吉百利公司(Cadbury ' s plc)引发了对英国企业控制权开放市场的质疑，并使利益相关者的利益、企业的长期增长和企业社会责任实践成为人们关注的焦点。以吉百利收购为例，将表明2011年英国收购规则的改革有利于更长期的利益相关者对规则的解释，这可能会对未来相应的欧盟规则的潜在修订产生影响。本文首先分析了欧盟委员会2011年对企业社会责任一词的定义。接下来，它概述了欧盟收购指令中以利益相关者为中心的条款，并确定了模糊的概念，以及与保护公司利益(包括利益相关者的利益)相关的法律空白。本文确定了一些因素，如股价中关于企业社会责任的信息不可获得以及董事在股东短期利益指导下的公司战略，这些因素对收购与企业社会责任的理想共生产生了负面影响。沿着这些思路，考虑到法律确定性的需要和解决市场失灵的需要，建议对该指令的条款进行“利益相关者友好”的改革。论文的最后一部分提出了对欧盟收购指令的具体修订，并考虑了马库斯合伙人于9.11年提交的关于欧盟收购指令应用的“研究”的初步简要概述和11月11日关于“欧盟收购指令和德国收购法改革”的富而德Bruckhaus Deringer专家调查报告中的数据。
{"title":"Reflecting on the Value of Socially Responsible Practices Post Takeover of Cadbury’s Plc by Kraft Foods Inc: Implications for the Revision of the EU Takeover Directive","authors":"G. Tsagas","doi":"10.2139/SSRN.2083451","DOIUrl":"https://doi.org/10.2139/SSRN.2083451","url":null,"abstract":"The takeover of Cadbury’s plc by US multinational Kraft in 2010 led to the questioning of the UK’s open market for corporate control and brought stakeholders’ interests, corporations’ long-term growth and CSR practices in the spotlight. Reference to the Cadbury’s takeover as a paradigm will suggest that the reform of the UK Takeover Rules in 2011 in favor of a more long-term stakeholder interpretation of the rules is likely to have an impact on the potential revision of the equivalent EU Rules in time to come. The article begins by analyzing the European Commission’s 2011 definition of the term CSR. Following, it outlines the stakeholder focused provisions found in the EU Takeover Directive and identifies ambiguous concepts, as well as legal gaps in relation to protecting corporate interests, including those of stakeholders’. The article identifies factors, such as non-available information on CSR in the share price and directors’ corporate strategies guided by stockholders short-term interests, that impact negatively on the desired symbiosis of takeovers and CSR. Along these lines and in considering the need for legal certainty and the need to address market failures, a ‘stakeholder friendly’ reform of the Directive’s provisions is proposed. The final part of the paper proposes specific amendments to the EU Takeover Directive and takes into account data from a preliminary brief overview of ‘The Study’ on the application of the EU Takeover Directive presented by Marcuus Partners in 09.11 and from the Freshfields Bruckhaus Deringer Expert Survey Report on the ‘Reform of EU Takeover Directive and of German Takeover Law’, dated 11.11.","PeriodicalId":117639,"journal":{"name":"LSN: Takeover Law (Topic)","volume":"51 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2012-06-13","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"128077796","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
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