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Title: Legal and regulatory responses to the risks faced by the acquiring company's shareholders in takeovers
Author: Kouloridas, Athanasios.
Awarding Body: London School of Economics and Political Science (University of London)
Current Institution: London School of Economics and Political Science (University of London)
Date of Award: 2005
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Abstract:
This dissertation considers 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. More specifically, the dissertation 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, the dissertation examines ways of addressing the acqUInng shareholders' interests in auctions and identifies situations where deviations from horizontal equality rules, which increase takeover premia, are or should be recognised. In relation to hostile takeovers, the legal and regulatory framework of toehold strategies is analysed (Code's requirements, SARs, Companies Act disclosure requirements etc). The thesis also considers the operation of lock-up agreements and break fees in friendly takeovers (Code's requirements, fiduciary law, financial assistance and other contract law concerns). Finally, the Panel's position on adverse changes and the bidder's exposure to MAC risk are assessed. The analysis concludes that in cases of risks associated with decisions made by the bidder's management, any legal or regulatory responses should focus on monitoring and limiting managerial discretion. This does not necessarily demand a takeover specific treatment, but the adaptation of broader legal principles or other governance strategies to the specificities of takeovers couldsuffice. In contrast, addressing external or regulatory risks requIres a considerable investigation of efficiency and policy issues and a direct recognition of the acquiring shareholders' concerns at a regulatory level
Supervisor: Not available Sponsor: Not available
Qualification Name: Thesis (Ph.D.) Qualification Level: Doctoral
EThOS ID: uk.bl.ethos.414384  DOI: Not available
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