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Takeover Law in EU & USA, A Comparative Analysis

By Christin M. Forstinger


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The societal benefits of takeovers–in the form of enhanced competition and productivity–have been well documented. Moreover, many scholars believe that the very possibility of a hostile takeover urges incumbent management to be more productive, thus ultimately enhancing shareholder welfare.

Starting from such premises as these, Dr. Forstinger offers an in-depth comparative analysis of takeover law as it exists in the United States and as it is currently developing in Europe. The latter emphasizes the failed takeover directive of 2001, as its content is already determining new proposals currently in preparation.

Among the salient topics that arise in the course of the discussion are the following:

  • the conflicting interests of the various stakeholders-shareholders, managers, employees, creditors, governments, "raiders", and others;
  • the state competition question from the U.S. perspective and the prospects of a market for incorporations in the EU;
  • the tension between harmonization and regulatory competition in context with takeover laws; and
  • the focus on current takeover regulation in the UK, Germany and Austria.

    The study concludes with recommendations for reflexive harmonization of takeover law in the European Union responding to the complex needs of the diverse corporate law systems of the member states. All company lawyers and corresponding regulators--especially but not exclusively in Europe--will appreciate the clear scholarship and thought that are apparent in this very current book.

  • Last Updated 09/01/2002
    Update Frequency As Needed
    Product Line Kluwer Law International
    ISBN 9789041119193
    SKU 10059508-0001
    Table of Contents
    1. Introduction
      A. Harmonization and Regulatory Competition
      B. The Research Questions
      C. Terminology
      D. Are Takeovers Beneficial for the Society
      E. The Interest in an Efficient Capital Market
    2. Stakeholders in Companies and their Interests in Takeovers
    3. U.S. and European Company Law and the Harmonization Program of the European Union
      A. U.S. Company Law
      B. European Company Law and the Harmonization Program of the EU
    4. The State Competition Question
      A. The State Competition Question from the United States Experience
    5. Takeover Law under State Competition
      A. Introduction
      B. Takeover Laws from the U.S. Perspective
      C. Takeover Laws from the European Perspective
      D. Takeover Law under State Competition
    6. Regulatory Competition versus Harmonization in European Takeover Law: What the Appropriate Way May Look Like
      A. Some Observations on Current Issues of EU Company Law as Precondition for Examining European Takeover Regulation
      B. EU Takeover Law and the Tension between Harmonization and Regulatory Competition
      C. The Appropriate Way of Regulating EU Takeover Law
    7. Conclusion