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European takeover regulation

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Author Info

  • Erik Berglöf
  • Mike Burkart

Abstract

To foster corporate restructuring and capital market integration, the European Commission has repeatedly attempted to introduce Europe-wide takeover regulation, but has encountered strong resistance. We trace the sources of this resistance to differences in corporate governance arrangements across member states and outline the economic effects of takeover regulation, focusing in particular on possible provisions of particular relevance to the European debate. Regulation may stipulate that the same price be offered to all shareholders (a 'mandatory bid' rule) and/or that differentiation of voting-rights be voided when a bidder acquires a large enough portion of a firm's shares (a 'break-through' rule). The impact of these and other rules depends on the existing structure of corporate ownership and control, which is very heterogeneous in Europe. And while a break-through rule promotes takeovers, a mandatory bid rule tends to prevent them. Hence, the two rules would tend to offset each other if introduced together, and introducing a strict mandatory bid rule alone would slow down corporate restructuring. We argue that hostile takeovers are a rather blunt instrument for achieving desirable contestability of control, and their regulation is only one of many corporate governance mechanisms to be honed in order to promote corporate restructuring in Europe. Copyright (c) CEPR, CES, MSH, 2003..

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Bibliographic Info

Article provided by CEPR & CES & MSH in its journal Economic Policy.

Volume (Year): 18 (2003)
Issue (Month): 36 (04)
Pages: 171-213

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Handle: RePEc:bla:ecpoli:v:18:y:2003:i:36:p:171-213

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Citations

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Cited by:
  1. Marc Goergen & Miguel Manjon & Luc Renneboog, 2008. "Is the German system of corporate governance converging towards the Anglo-American model?," Journal of Management and Governance, Springer, vol. 12(1), pages 37-71, March.
  2. Albuquerque, Rui & Schroth, Enrique, 2008. "Determinants of the Block Premium and of Private Benefits of Control," CEPR Discussion Papers 6742, C.E.P.R. Discussion Papers.
  3. Sergey Stepanov, 2010. "Shareholder access to manager-biased courts and the monitoring/litigation trade-off," RAND Journal of Economics, RAND Corporation, vol. 41(2), pages 270-300.
  4. Goergen, M. & Manjon, M.C. & Renneboog, L.D.R., 2004. "Recent Developments in German Corporate Governance," Discussion Paper 2004-014, Tilburg University, Tilburg Law and Economic Center.
  5. Pajuste, Anete, 2005. "Determinants and consequences of the unification of dual-class shares," Working Paper Series 0465, European Central Bank.
  6. Bennedsen, Morten & Nielsen, Kasper, 2002. "The Impact of a Break-Through Rule on European Firms," Working Papers 12-2002, Copenhagen Business School, Department of Economics.
  7. Norbäck, Pehr-Johan & Persson, Lars & Vlachos, Jonas, 2006. "Cross-Border Acquisitions and Corporate Taxes: Efficiency and Tax Revenues," Working Paper Series 663, Research Institute of Industrial Economics.
  8. de La Bruslerie, Hubert, 2013. "Equal opportunity rule vs. market rule in transfer of control: How can private benefits help to provide an answer?," Journal of Corporate Finance, Elsevier, vol. 23(C), pages 88-107.
  9. Höpner, Martin, 2003. "European corporate governance reform and the German party paradox," MPIfG Discussion Paper 03/4, Max Planck Institute for the Study of Societies.
  10. Hubert De La Bruslerie, 2013. "Equal opportunity rule vs. market rule in transfer of control: How can private benefits help to provide an answer?," Post-Print halshs-00937543, HAL.
  11. Matthias Köhler, 2012. "Ownership structure, regulation and the market for corporate control in the EU banking sector," European Journal of Law and Economics, Springer, vol. 34(1), pages 173-196, August.
  12. de La Bruslerie, Hubert, 2009. "The equal opportunity rule in transfer of control : a signaling model," Economics Papers from University Paris Dauphine 123456789/3189, Paris Dauphine University.
  13. Vlachos, Jonas, 2004. "Does Regulatory Harmonization Increase Bilateral Asset Holdings?," CEPR Discussion Papers 4417, C.E.P.R. Discussion Papers.
  14. Morten Bennedsen & Kasper Nielsen, 2004. "The Impact of a Break-Through Rule on European Firms," European Journal of Law and Economics, Springer, vol. 17(3), pages 259-283, May.
  15. Köhler, Matthias, 2008. "Blockholdings and Corporate Governance in the EU Banking Sector," ZEW Discussion Papers 08-110, ZEW - Zentrum für Europäische Wirtschaftsforschung / Center for European Economic Research.
  16. Eckbo, B. Espen, 2009. "Bidding strategies and takeover premiums: A review," Journal of Corporate Finance, Elsevier, vol. 15(1), pages 149-178, February.
  17. Ehrhardt, Olaf & Lahr, Henry, 2008. "Uncertain private benefits and the decision to go public," CEFS Working Paper Series 2008-02, Center for Entrepreneurial and Financial Studies (CEFS), Technische Universität München.

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