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Takeover Directive
The Takeover Directive''2004/25/ECis an EU Directive dealing with European company law's treatment of mergers and acquisitions. It concerns the standards takeover bidders must comply with in how long a bid stays open to, who they offer to, and the information companies must give to the public about the bid. The most controversial provision, which eventually was made optional, was the requirement of the board of directors of a target company to be neutral in the bid process. Content *art 3, general principles including the equal treatment principle for shareholders *art 4, the requirement on member states for an authority to monitor takeovers (e.g. in the UK, this is the Takeover Panel) *art 5, the requirement to make a mandatory bid for everyone's shares, and giving an equitable price *art 6, minimum requirements for information on a bid being made *art 7, member states can set between 2 and 10 weeks as a limit for the period for acceptance of a bid *art 8, bids should be made publ ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
EU Directive
A directive is a legal act of the European Union that requires Member state of the European Union, member states to achieve particular goals without dictating how the member states achieve those goals. A directive's goals have to be made the goals of one or more new or changed national laws by the member states before this legislation applies to individuals residing in the member states. Directives normally leave member states with a certain amount of leeway as to the exact rules to be adopted. Directives can be adopted by means of a variety of European Union legislative procedure, legislative procedures depending on their subject matter. The text of a draft directive (if subject to the co-decision process, as contentious matters usually are) is prepared by the European Commission, Commission after consultation with its own and national experts. The draft is presented to the European Parliament, Parliament and the Council of the European Union, Council—composed of relevant min ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
European Company Law
European company law is the part of European Union law which concerns the formation, operation and insolvency of companies (or corporations) in the European Union. The EU creates minimum standards for companies throughout the EU, and has its own corporate forms. All member states continue to operate separate companies acts, which are amended from time to time to comply with EU Directives and Regulations. There is, however, also the option of businesses to incorporate as a (SE), which allows a company to operate across all member states. History There have been, since the European Community was founded in 1957, a series of directives creating minimum standards for business across the European Union. A central aim restated in each Directive is to reduce the barriers to freedom of establishment of businesses in the European Union through a process of harmonising the basic laws. The object is that when laws are harmonised, business will not be deterred by different or more onerous ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Takeover Panel
The Panel on Takeovers and Mergers, or more commonly The Takeover Panel, is the United Kingdom's regulatory body charged with the administration of The Takeover Code. It was set up in 1968 and is located in London, England. Its role is to ensure that all shareholders are treated equally during takeover bids. Its main functions are to issue and administer the City Code on Takeovers and Mergers (the "Code") and to supervise and regulate takeovers and other matters to which the Code applies. Its central objective is to ensure fair treatment for all shareholders in takeover bids. Powers The Panel is a statutory body under Chapter 1 of Part 28 (sections 942 to 965) of the Companies Act 2006 as amended by The Companies Act 2006 (Amendment of Schedule 2)(No 2) Order 2009. It has established a reputation for giving informed advice in an expert area of regulatory activity. It is the ''de facto'' arbiter of takeover bids and has the support of government and other organisations with ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Companies Act 2006
The Companies Act 2006 (c. 46) is an act of the Parliament of the United Kingdom which forms the primary source of UK company law. The act was brought into force in stages, with the final provision being commenced on 1 October 2009. It largely superseded the Companies Act 1985. The act provides a comprehensive code of company law for the United Kingdom, and made changes to almost every facet of the law in relation to companies. The key provisions are: * the act codifies certain existing common law principles, such as those relating to directors' duties. * it transposes into UK law the Takeover Directive and the Transparency Directive of the European Union * it introduces various new provisions for private and public companies. * it applies a single company law regime across the United Kingdom, replacing the two separate (if identical) systems for Great Britain and Northern Ireland. * it otherwise amends or restates almost all of the Companies Act 1985 to varying degrees ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
UK Company Law
British company law regulates corporations formed under the Companies Act 2006. Also governed by the Insolvency Act 1986, the UK Corporate Governance Code, European Union Directive (European Union), Directives and court cases, the company is the primary legal vehicle to organise and run business. Tracing their modern history to the late Industrial Revolution, public companies now employ more people and generate more of wealth in the United Kingdom economy than any other form of organisation. The United Kingdom was the first country to draft modern corporation statutes, where through a simple registration procedure any investors could incorporate, limit liability to their commercial creditors in the event of business insolvency, and where management was delegated to a centralised board of directors. An influential model within Europe, the Commonwealth of Nations, Commonwealth and as an international standard setter, British law has always given people broad freedom to design the i ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
PL Davies
Paul Lyndon Davies King's Counsel, KC (Hon), British Academy, FBA (born 24 September 1944) is Allen & Overy Professor of Corporate law, Corporate Law Emeritus at the University of Oxford, Emeritus Fellow of Balliol College, Oxford, Emeritus Fellow of Jesus College, Oxford, and Emeritus Professor of Law at the London School of Economics, where he was the Ernest Cassel, Cassel Professor of Commercial Law from 1998 to 2009. He is an honorary Bencher of Gray’s Inn. Career Davies was a Fellow of Balliol College, Oxford and has held visiting positions at Yale Law School, Yale and the University of Bordeaux, Paris, University of Bonn, Bonn and a number of universities in South Africa. Davies is a founder member and Fellow of the European Corporate Governance Institute. In 2000, Davies was elected a Fellow of the British Academy in 2000. He is an expert in company law and labour law, having written numerous widely cited articles and some of its most respected and successful texts, inc ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
D Kershaw
David Kershaw is a Professor of Law at the London School of Economics (LSE) and the current Dean of LSE Law School. His research is focused on company law. As well as the author of a leading company law textbook, Kershaw's expertise focuses on accounting principles for companies, for which his work on post-Enron regulation received the Modern Law Review Wedderburn Prize, directors' duties, takeovers and workplace participation. Career Kershaw qualified as a Solicitor at Herbert Smith, London and practised corporate law in the Mergers & Acquisitions Group of Shearman & Sterling in New York and London. After having completed his doctorate at Harvard Law School, Kershaw took up a lectureship at the University of Warwick Law Department in 2003. In 2006, he joined the Law Department of the LSE, where he was appointed full professor in 2010. He holds LLM and SJD degrees from Harvard Law School and an LLB from the University of Warwick. Publications ;Articles * Ferreira, Daniel, ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
