A Comparative Overview of the Mandatory Bid Rule in Belgium, France, Germany and the United Kingdom

by Bolle, Caroline

• ISBN13: 9783832934811
• ISBN10: 3832934812
• Format: Paperback
• Copyright: 2008-08-05
• Publisher: Intl Specialized Book Service Inc
• More Book Details

Summary

The EU legislature's recent decision to set a framework for company takeovers in Europe, and to implement the mandatory bid rule on a European-wide level, signals that the mandatory bid rule will play a central role in the future of European corporate law. With this widespread implementation still in its formative stages, the time is ripe to explore and evaluate the mandatory bid rule in its various forms, and to deepen the understanding of its issues and complexities in order to apply the rule more efficiently on the European stage and beyond. This study sets forth a comprehensive analysis of the key drivers of the mandatory bid rule in four EU Member States that have implemented it ¿ Belgium, France, Germany, and the United Kingdom. It offers solutions to interpretation uncertainties and regulatory deficiencies. The relevant concepts are introduced through an economic and historical analysis of the mandatory bid rule. The topic thus framed, the study proceeds to analyze the three core areas of concern in the field of mandatory takeovers ¿ incurring the obligation to launch a mandatory bid, launching a mandatory bid, and the price to be offered under a mandatory bid.

Table of Contents

Introduction	p. 27
Economic analysis, historical overview and introduction to the mandatory bid rule	p. 31
Economic analysis of the mandatory bid rule	p. 31
An introduction to the market for corporate control	p. 31
An introduction to the mandatory bid rule	p. 35
Purpose of the mandatory bid rule	p. 37
Economic assessment of the mandatory bid rule	p. 40
Historical milestones in relation to the mandatory bid rule in the selected jurisdictions and under the Takeover Directive	p. 44
Historical overview of the mandatory bid rule in the selected jurisdictions	p. 44
The Takeover Directive	p. 55
Introduction to the mandatory bid rule in the selected jurisdictions and under the Takeover Directive	p. 65
Legal framework and obligation to launch a mandatory bid	p. 65
Field of application of the mandatory bid rule	p. 79
Supervisory authority	p. 84
Analysis of the mandatory bid rule	p. 89
Incurring the obligation to launch a mandatory bid	p. 89
Control for the application of the mandatory bid rule	p. 89
The attribution of voting rights for the assessment of control	p. 96
The chain principle	p. 148
Securities determining and transactions triggering the application of the mandatory bid rule	p. 156
Launching a mandatory bid	p. 171
The launch of a mandatory bid	p. 171
Timetable for launching a mandatory bid	p. 174
Terms and conditions of a mandatory bid	p. 197
Securities to be acquired under a mandatory bid	p. 206
Restrictions on share dealings and the mandatory bid rule	p. 210
Exemptions and dispensations from the obligation to launch a mandatory bid	p. 215
Enforcement of the mandatory bid rule	p. 241
Price to be offered under a mandatory bid	p. 250
The price to be offered as the key element in meeting the aim underlying the mandatory bid rule	p. 250
The level of the price to be offered under a mandatory bid	p. 251
Nature of the price to be offered under a mandatory bid	p. 266
Financing a mandatory bid	p. 273
Summary	p. 279
Economic Analysis, Historical Overview and Introduction to the Mandatory Bid Rule	p. 279
Analysis off the Mandatory Bid Rule	p. 280
Incurring the Obligation to Launch a Mandatory Bid	p. 280
Launching a Mandatory Bid	p. 282
Price to be Offered Under a Mandatory Bid	p. 283
The impact of the concept of control under Belgian law on the application of the mandatory bid rule
The concept of sole control under Belgian law
The concept of joint control under Belgian law
Selected bibliography	p. 293
Table of Contents provided by Blackwell. All Rights Reserved.