This paper argues that in revising the Takeover Bid Directive, EU policymakers should adopt a neutral approach toward takeovers, i.e. enact rules that neither hamper nor promote them. The rationale behind this approach is that takeovers can be both value-creating and value-decreasing and there...

This paper argues that in revising the Takeover Bid Directive, EU policymakers should adopt a neutral approach toward takeovers, i.e. enact rules that neither hamper nor promote them. The rationale behind this approach is that takeovers can be both value-creating and value-decreasing and there...

Corporate scandals have hit on both sides of the Atlantic, but the public's reaction to them has been much stronger in the United States than in Europe. This comment first speculates on what accounts for this difference in the reaction on the two continents. Part III provides an account of...

The article critically evaluates the mandatory bid rule in the new EC Takeover Directive. It questions and the rationale and the effectiveness of this central feature in light of the wide discretion left to the Member States, in particular regarding the permissibility of defensive measures, and...

According to the new proposal for an EC takeover directive, anyone acquiring control of a listed company is required to make a bid, to be addressed to all holders of securities for all their holdings at a price at least equal to the highest price paid in the period preceding the acquisition,...

The European Union has a tradition of national securities laws significantly differing from each other. Regulatory idiosyncrasies largely remain today despite recent efforts aiming at more comprehensive harmonisation. In addition, in important respects, the current conflict of laws rules...

Facilitating cross-border mergers and acquisitions has long been one of the objectives of European company law directives and regulations. This short essay shows that the current European legal framework unnecessarily raises the transactions costs to be incurred when the acquirer aims both to...

After a crisis, broad and sweeping reforms are enacted to restore trust. Following the 2007-2008 Great Financial Crisis, the European Union has engaged in an ambitious overhaul of banking regulation. One of its centerpieces, the 2013 Fourth Capital Requirements Directive (CRD IV), tackles,...

This paper provides a legal and policy analysis of transactions between a corporation and one of its “related parties.” It first highlights the reasons why related party transactions (“RPTs”) are so common around the world. Next, it better identifies the phenomenon as a specific form of...

‘Crowdfunding' — raising capital through large numbers of small contributions — is a burgeoning phenomenon, spurred by the internet's capacity to reduce communication costs. Its still-evolving status is reflected in diversity of contracting practices: for example, ‘equity' crowdfunders...