The Non-Frustration Rule (Art. 9), the Breakthrough Rule (Art. 11) and the Reciprocity Rule (Art. 12) of the EU Takeover Bid Directive (Directive 2004/25/EC) constitute the core regulation of the takeover bid process on EU level. The first two rules (Articles 9 and 11) regulate the behavior of...

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...

Yvon Chouinard, founder of Patagonia, stated that "benefit corporation legislation creates the legal framework to enable mission-driven companies like Patagonia to stay mission-driven through succession, capital raises, and even changes in ownership." This article uses Patagonia, one of the most...

-- Public takeovers ; hostile takeovers ; notification requirements ; cash-settled equity total return swaps ; cash swaps ; equity options ; options ; mandatory offer ; insider trading ; capital markets ; regulated markets ; tender offer ; tender offer rules ; announcement obligations ;...

Several top deals already closed, a still highly fragmented industry and strong pressure for further consolidation following the financial crisis renewable energy certainly has become a red-hot topic in M&A. Surveying 220 companies in the solar photovoltaic, utility and financial sector as well...

Since years, incentives for the management have become a standard upon acquisitions of companies by Private Equity Investors - so-called Buy-Outs. However, until this date there are no empirical studies available on the arrangements of management participations and potential conflicts of...

Private equity has seen an impressive activity surge in Germany over the last ten years. This working paper meets the increasing thirst for information on the German buyout market with an overview of its historic development, a quantitative analysis of its performance and a future outlook. While...

This article discusses the adoption of clear criteria for the adjustment of the bid price in mandatory bids. The analysis takes place in the context of Article 5 of the EU Takeovers Directive which harmonises mandatory bids, the notion of “equitable price” of shares and the adjustment of the...

With a view of the projected revision of the takeover directive, this paper calls attention to some items that would usefully be revised. Especially attention is drawn to the mandatory bid rule, the scope of which should restricted to share acquisitions - and not apply to other control changes,...

The acquisition premium is an enigma. Acquirers must pay it. But why if the market price is tethered to fundamental value through an efficient market? This article advances a general theory of the acquisition premium. It postulates that the premium is payment for a capitalized asset intrinsic in...