Empirical evidence shows that takeovers are value-maximizing events for target firm shareholders and enhance social efficiency. Takeovers are commonly thought to play a key role in reducing managerial slack in corporate governance through the replacement of inefficient management. Additionally,...

This paper seeks to examine in detail the conduct of the board of the target which may amount to frustration of a takeover bid in Malaysia. Further, this paper will examine the various conducts which may constitute unacceptable circumstances in takeovers. In order to shed some light upon the...

The authors were motivated to write this article by South Korea’s steps to amend its corporate law to permit the use of the shareholder rights plan (poison pill). Poison pills are permitted in some of the world’s most sophisticated economies, and they have engendered strong opinions and...

Two empirical literatures tie the displacement of CEOs of widely-held companies to the poor performance of their firms - the turnover and mergers and acquisitions (M&A) literatures. In this paper we demonstrate a strong link between CEO turnover and friendly acquisitions of target firms in the...

This book analyses the Takeover Bid Directive in the light of EU Law, and examines the extent to which this Directive facilitates the exercise of the fundamental freedom of establishment and the free movement of capital in the internal market. Takeover bids are very important for the internal...

This paper provides evidence that poison pill endorsement statutes, and to a lesser degree, other constituency statues, harm shareholders. Exploiting the variation in such laws at the state level, I show that a firm incorporated in a state with either a poison pill endorsement or other...

This paper seeks to examine the theory of corporate control in clarifying the boundaries of control of the board of the target and its shareholders. In doing so, a reference will be made to the Malaysian takeover law in order to examine how the law allocates control. Since the Companies Act 1965...

This article examines Malaysian law relating to the compulsory acquisition of shares in a general takeover bid, in particular, s 34 of the Securities Commission Act 1993. The drafting of s 34 exposes drafting imperfections and creates uncertainty in determining the 90% threshold required before...

Delaware’s antitakeover statute, codified at Section 203 of the Delaware corporate code, is by far the most important antitakeover statute in the United States. When it was enacted in 1988, three bidders challenged its constitutionality under the Commerce Clause and the Supremacy Clause of the...

This article examines the recently promulgated takeover regulation by the China Securities Regulatory Commission. Along with other laws and regulations, this new regulation has greatly enhanced China's takeover legal regime both in terms of form and substance. It comes at time when the Chinese...