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Capital Markets and Takeover Regulation

Nicola de Luca
- pp 419-490
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The article was published on 2021-04-01. It has received 2 citations till now. The article focuses on the topics: Capital market.

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Critical Analysis of the Prospectus Directive

TL;DR: In this article, the authors discuss the development and diffusion of new financial instruments, the increasing competition, and the influence of innovative market practices have brought about the emergence of two general principles -such as transparency and fairness -and the consideration of an obligation for the issuer of securities to publish a prospectus providing the addressees with the relevant information to make proper investment or disinvestment decisions.
References
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Journal ArticleDOI

Takeover Bids, The Free-Rider Problem, and the Theory of the Corporation

TL;DR: In this paper, the authors study privately and socially optimal corporate charters under the alternative assumptions of competition and monopoly in the market for corporate control, and analyze exclusionary devices that can be built into the corporate charter to overcome this free-rider problem.
Journal ArticleDOI

Mandatory Bids, Squeeze-out, Sell-out and the Dynamics of the Tender Offer Process

TL;DR: The European 13th Directive as mentioned in this paper examines reforms in company and takeover law, crucial to modern business and economics, and provides commentary on the action plan and critically assess what the future may hold, including the breakthrough rule and the controversial level playing field for takeover activities amongst European member states and between them and the United States.

The Economics of the Proposed European Takeover Directive. CEPS Reports in Finance and Banking No. 32, 1 April 2003

TL;DR: In this article, the authors provide a detailed analysis of the mandatory bid rule, taking into account its exante and ex-post trade-offs, and conclude that the higher costs associated with the break-through rule outweigh the benefits.
Journal ArticleDOI

Ownership, Takeovers and EU Law: How Contestable Should EU Corporations Be?

TL;DR: In this paper, the authors draw on economic theory of ownership structure; empirical research on ownership, value and takeovers; and comparisons to US law to argue that the proposed break through rule (BTR) is not clearly better than the status quo, from either a political perspective, or an economic perspective, with implications for any directive on takeover bids (DTB).
Journal ArticleDOI

Toward Undistorted Choice and Equal Treatment in Corporate Takeovers

TL;DR: In this paper, the authors proposed a set of rules that would ensure undistorted choice and equal treatment in corporate takeovers without creating any significant efficiency costs, and also considered the legal rules that should govern other methods of corporate acquisition.