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Unfinished Business: Two Decades with the EU Takeover Directive [Kõva köide]

Edited by (University of Stockholm), Edited by (University of Bern), Edited by (University of Madrid), Edited by (University of Vienna)
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Unfinished Business: Two Decades with the EU Takeover Directive
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Püsilink: https://www.kriso.ee/db/9781009654425.html
The adoption of the EU Takeover Directive in 2004 was marked by significant challenges, with negotiations spanning over a decade. This book provides comprehensive analysis, practical insights, and forward-looking policy recommendations. It discusses contentious issues such as the mandatory bid rule, acting in concert, and take-over defences. It also looks at developments such as sustainability in takeovers, multiple voting rights, or new ways to structure ownership changes. It offers a clear and engaging understanding of the TOD's historical evolution, its transposition, the current institutional design of takeover authorities, conflict of law issues, and the enforcement of takeover law across the EU. And it looks at its practical impact as well as its future developments. With contributions from leading experts, international comparisons, and case studies, it is an authoritative guide to the takeover law in Europe and beyond.

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Transnational and comparative analysis of European takeover law, current issues, practical insights and forward-looking policy recommendations.
Introduction Susan Emmenegger, Martin Winner, Andrés Recalde Castells
and Rolf Skog; Part I. Foundation:
1. The genesis of the takeover directive
Blanaid Clarke and Rolf Skog;
2. Basic issues surrounding the TOD`s
transposition Markus Roth, Klaus Hopt and Adam Opalski;
3. The institutional
design of takeover law Susan Emmenegger and Martin Winner;
4. Enforcement of
takeover law Peter Agstner and Dörte Poelzig;
5. Conflict of law issues in
takeover law Rui Dias; Part II. Mandatory Bid Rule:
6. Development and impact
of the mandatory bid rule in Europe Martin Winner and Philipp Fidler;
7.
Derogations from the mandatory bid rule Rolf Skog and Eric Sjöman;
8. Acting
in concert Javier García de Enterría and Matteo Gargantini;
9. Conceptional
issues of equal treatment and the mandatory bid rule Edmund Schuster; Part
III. Resisting Takeovers:
10. The defensive measures provisions of the
takeover directive: from ambition to resignation to distrust Paul Davies and
Alain Pietrancosta;
11. Death by a thousand cuts: the hostile bids regime in
Europe, 20042023 Luca Enriques and Matteo Gatti;
12. Takeovers and corporate
sustainability Guido Ferrarini and Michele Siri; Part IV. New Developments:
13. Multiple voting rights and takeovers Erik Lidman and Andrés
Recalde-Castells;
14. The changing ownership landscape Anna Christie;
15. The
alternative to takeovers in the UK: using schemes of arrangement to effect a
change of control Jennifer Payne;
16. Change of control by merger of
corporations Susanne Kalss;
17. Reform of the takeover directive:
harmonisation or member state autonomy? Jesper Lau Hansen and Therese Strand.
Susan Emmenegger is full professor of law and the director of the Institute of Banking Law at Bern University. She served as vice president of the Swiss Takeover Board and as member of the board of directors of the Swiss Financial Supervisory Authority (FINMA). She is a member of the European Company Law Experts (ECLE). Martin Winner is full professor of law at WU Vienna University of Economics and Business and currently the WU's vice-rector for human resources and digital infrastructure. He served as chairman of the Austrian Takeover Commission and is a member of the European Company Law Experts (ECLE). Andrés Recalde-Castells is full professor of business and corporate law at the Autonomous University of Madrid. He is co-editor of the 'Revista de Derecho de Sociedades' and member of the managing board of the European Corporate and Finance Law review. He is a member of the European Company Law Experts (ECLE). Rolf Skog is the Director General of the Swedish Takeover panel. He is adjunct professor of company law at the University of Stockholm. He is senior adviser to the Swedish Ministry of Justice in the field of company law and a member of the European Company Law Experts (ECLE).