Perspectives On Corporate Takeovers

Combining the experiences of those who have participated in mergers and acquisitions with those who have studied the phenomena, this book offers the reader a unique opportunity to access and to assess the current merger wave engulfing our economy. These articles illustrate the diverse concerns a discussion of this issue encompass, and why development of a consensus public policy has not been achieved. Contents: Perspective of an Acquisitions Veteran, A Common Sense Approach to Mergers and Acquisitions, The Impact of Acquisitions on the SCM Corporation 1966-1986, Managing a First Rate Investment into a Major Corporate Disaster: The European Health Spas Story, Sustainable Growth and Business Combinations, Mergers, Acquisitions, and Divestiture...Effects on Workers, Acquisition and Divestiture Strategy: The Stockholders' Perception, The Consequences for Stockholders of Fending Off Unfriendly Takeovers: The Case of UNOCAL versus Mesa Partners II, The Impact of Mergers and Acquisitions on Research and Development Expenditures, The Causal Factors in U.S. Merger Movements, Mergers & Acquisitions: A Classical Tale, Mergers in Higher Education.

This set includes articles from the four main fields which have influenced the study of Mergers and Acquisitions: Economics, Finance, Strategic Management and Human Resource Management. Featuring the key papers by individuals who shaped the field, the collection presents these formative pieces in thematically grouped sections, including coverage of: * Perspectives on the modern business corporation and the role of mergers and acquisitions: historical, financial, strategic and management * Causes of mergers and acquisitions activity * Performance impact of mergers and acquisitions activity * Public policy and the corporation The set features a comprehensive index and original introductory material.

This volume examines critical issues in the debate over the effects' of the current wave of corporate takeovers. Media accounts are often sensational, but proposed public policy remedies need to be evaluated on the basis of more than simple rhetoric. The studies contained in this collection provide solid economic grounding for the debate. Public Policy Toward Corporate Takeovers is the result of extensive research sponsored by the Center for the Study of American Business and directed by Murray Weidenbaum; it examines key aspects of takeovers: the evolving regulatory role of the Antitrust Division, state versus federal authority over offensive and defensive takeover maneuvers, whether leveraged buyouts improve the firm's economic performance, and the validity of assertions about "entrenched" managements. The book also includes the views of the most publicized corporate raider, T. Boone Pickens. Balancing Pickens' highly favorable view of the value of hostile takeovers as a disciplining factor for subpar management performance is a chapter by David Ravenscraft of the Federal Trade Commission, who takes a long-term viewpoint and argues that the popular belief that takeovers create substantial efficiencies has not been borne out by the record. The overall findings do not fully support either side of the takeover controversy. The book presents both legal and economic perspectives, and suggests strategies for government policymakers as well as leaders of private enterprise.

Finally! A comprehensive volume on the management of corporate acquisitions that summarizes contemporary research, and that moves what we know about acquisition management a step further. The book encompasses innovative works from several countries, related to a variety of issues; managerial motives, the role of acquisitions in competitive strategy, as well as organizational and political processes. Unlike several other works on acquisitions, this book emphasizes the most critical issue faced by managers today; how to manage successfully already acquired companies and operations. Both researchers, managers and students of strategy and organization will find this book an important supplement.

This book analyzes the modern trend in the Japanese M and A market. It reveals from different perspectives the process of convergence to a new monitoring model of the corporation: "the market for corporate control". The book contains a systematic survey of all relevant economic and legal information in this field. Analysis of 17 recent cases of hostile takeover is presented.

Combining the experiences of those who have participated in mergers and acquisitions with those who have studied the phenomena, this book offers the reader a unique opportunity to access and to assess the current merger wave engulfing our economy. These articles illustrate the diverse concerns a discussion of this issue encompass, and why development of a consensus public policy has not been achieved. Contents: Perspective of an Acquisitions Veteran, A Common Sense Approach to Mergers and Acquisitions, The Impact of Acquisitions on the SCM Corporation 1966-1986, Managing a First Rate Investment into a Major Corporate Disaster: The European Health Spas Story, Sustainable Growth and Business Combinations, Mergers, Acquisitions, and Divestiture...Effects on Workers, Acquisition and Divestiture Strategy: The Stockholders' Perception, The Consequences for Stockholders of Fending Off Unfriendly Takeovers: The Case of UNOCAL versus Mesa Partners II, The Impact of Mergers and Acquisitions on Research and Development Expenditures, The Causal Factors in U.S. Merger Movements, Mergers & Acquisitions: A Classical Tale, Mergers in Higher Education.

Bachelor Thesis from the year 2005 in the subject Business economics - Banking, Stock Exchanges, Insurance, Accounting, grade: 2,3, Northumbria University (Newcastle Business School), language: English, abstract: Mergers and Acquisitions (M&A) are some of the dominant topics of the economy today, because such a step has big influence on the companies’ development, the location, the employees and the other stakeholders. Such activities are seen as an instrument of the development of a company since a long time. Companies act or respond with it on competitive situations. The market for M&A expels in high volumes year by year therefore the interest of the public is accordingly big. The shareholders and the management of the individual companies play a very big role on that occasion. They make the decision for or against a merger and they are also the ones who will earn profits from such a union, or suffer also damage in the case of doubt through it. In order to find a solution of this problem, one needs a structured action and a lot of information. This work deals intensively with the topic of Mergers & Acquisitions and explains on the basis of two examples the possible development. On this occasion, it was distinguished from takeovers also between two different forms; the friendly merger and the hostile takeover. An especially big hurdle on the way to the new company represents the restructuring and integration of the acquired business into existing structures. Therefore one aim of this work is to show different possibilities of an after-merger-development; for example with Shareholder-Value-Strategies. Since this is often interconnected with enormous expenditure and high costs, this study deals with the possible consequences for shareholders and management, not only positive but also negative ones.

This book examines the effectiveness of corporate takeovers. The dominant ideologies of corporate takeovers include synergistic gains and its managerial disciplinary role. These dominant themes are being undermined by the challenges of costly acquisitions. The UK Takeover Code is a regulatory response to the role of managers of target companies only. Also, the regulatory framework for takeovers in the United States is largely focused on target companies. The book demonstrates that managements can influence the role of takeovers, thereby undermining its synergistic and disciplinary values. Presenting an identification and evaluation of the limits of current regulatory and judicial control over the role of management during takeovers in the UK and the US -Delaware, it will identify the relevance of institutional control as an effective mechanism for addressing the challenges of managerial influence over takeover functions. It will also identify how the role of managements can be addressed with the complementary benefit to shareholder and employee interests; thereby challenging the shareholder/ stakeholder primacy debate in corporate law, particularly in relation to takeovers. This book will be essential reading for scholars and students interested in the market for corporate control, corporate law and company law.

Essay from the year 2018 in the subject Business economics - General, grade: A, University of Edinburgh (Edinburgh Law School), course: Corporation Law and Economics, language: English, abstract: This essay examines the question whether allowing directors to implement anti-takeover defences is beneficial for all corporate constituencies. Beginning with the classification of the topic in the law and economics context of the market for corporate control in Chapter 2, I will briefly outline in Chapter 3 the scenarios in which anti-takeover defences usually come into operation, namely hostile takeovers. Chapter 4 presents the most common anti-takeover defences and sets out the legal framework to what extent directors are permitted to adopt such defences in accordance with the applicable law. A distinction is made between UK and US law, with the latter focussing on Delaware law, where more than a half of all US publicly traded corporations are established. The Delaware Court of Chancery and Supreme Court have developed an extraordinary body of jurisprudence concerning corporate takeovers and anti-takeover defences. Chapter 5 points out potential impacts on the various constituencies of a company and deals with the fact why their interests have to be regarded in the takeover context. Finally, Chapter 6 critically evaluates anti-takeover defences from different stakeholder perspectives and concludes that these are not beneficial for all corporate constituencies, but for directors only.

This book studies takeovers from the acquirer's perspective. More precisely the book focuses on the legal and regulatory treatment of the risks faced by the acquiring company shareholders in takeovers. The identified risks are categorised into two main groups: first, risks generated by managerial choices and second, regulatory or external risks. The analysis considers the legal context but also draws on the economic literature, seeking to map the area under consideration and to suggest measures to improve the present position from both a law and economics perspective. More specifically, the book examines various methods of protecting the acquiring shareholders against value-decreasing or self-interested acquisitions, such as the class transaction rules, fiduciary duties, the acquiring directors' responsibilities under the Takeover Code, the court scheme procedure, the role of institutional shareholders and reward strategies, and methods of making the acquiring directors more exposed to the discipline of the market. The effects of the choice of the medium of payment are also covered. In addition, it covers the Code's position with regard to auction situations and seeks to identify ways of addressing the acquiring shareholders' interests in auctions, including auctions where buyout teams or white Knights are involved. Moreover it identifies situations where deviations from horizontal equality rules, which increase takeover premia, are or should be recognised. To that effect the Code's rules on mandatory bids, the determination of the price and the form of payment offered, partial offers and squeeze outs are considered. In addition, it covers the Code's position with regards to auction situations and seeks to identify ways of addressing the acquiring shareholders' interests in auctions, including auctions where buyout teams or White Knights are involved. Moreover it identifies situations where deviations from horizontal equality rules, which increase takeover premia, are or should be recognised. To that effect the Code's rules on mandatory bids, the determination of the price and the form of payment offered, partial offers and squeeze outs are considered. The analysis covers both hostile and friendly situations. In relation to hostile takeovers, the legal and regulatory framework of toehold strategies is analysed (Code's requirements, Disclosure Rules and Companies Act disclosure requirements etc). Market Abuse issues in relation to stake building are also highlighted. In relation to friendly takeovers the operation of lock-up agreements and break fees (Code's requirements, fiduciary law, financial assistance and other contract law concerns), is also explored. Finally, the Panel's position on adverse changes, pre-conditions and conditions which the offer can be subject to and the bidder's exposure to Material Adverse Change risk are assessed. The book discusses developments in the area under consideration including the Takeover Code regime after the implementation of the Takeover Directive and the Companies Act 2006.