Vital in preserving managerial accountability, the firmly established one share, one vote rule provides shareholders with limited rights to elect directors who appoint managers and to approve certain extraordinary transactions. Without the deterrents of risk of capital loss and fear of removal,...

The article focuses on regulation of takeovers in the European Union (EU) and in the United Kingdom (UK) with the aim to discuss and assess the relative importance of primary purpose of the regulation, i.e. facilitation of takeovers and change of control, and means of achievement of the...

This paper examines the impact of takeover law enforcement on corporate acquisitions. We use the European Takeover Directive as a natural experiment, which harmonizes takeover law across countries, while leaving its enforcement to the discretion of individual countries. We exploit this...

To paraphrase the Roman philosophers: "ex Ackman semper aliquid novi." The innovative partnership formed last year between Bill Ackman's Pershing Square hedge fund and Valeant Pharmaceuticals to launch a hostile takeover bid for Allergan, the venerable manufacturer of Botox, stands to net the...

This paper examines the impact of takeover law enforcement on corporate acquisitions. We use the European Takeover Directive as a natural experiment, which harmonizes takeover law across countries, while leaving its enforcement to the discretion of individual countries. We exploit this...

Special Purpose Acquisition Companies (SPACs) are simply enterprises that raise money from the public with the intention of purchasing an existing business and become publicly-traded in the securities markets. If the SPAC is successful in raising money and the acquisition takes place, the target...

Hundreds of thousands of corporations use net operating loss (NOL) carryovers every year. Corporations, with the benefit of NOL rules, may turn disappointing losses into favorable tax results. With an economic recovery on the horizon, corporations are in better position to fully utilize the...

Many years ago, Henry Manne proposed a theory of the market for corporate control that provided a compelling argument for the existence of a vibrant hostile takeover market. He argued that “the control of corporations may constitute a valuable asset” if the acquirer takes control with the...

Freeze-out transactions have been subject to different standards of judicial review in Delaware since 2001, when the chancery court, in In re Siliconix Inc. Shareholders Litigation, held that, unlike merger freeze-outs, tender offer freeze-outs were not subject to “entire fairness review”....