Common Legal Framework For Takeover Bids In Europe

Author: Dirk Van Gerven
Publisher: Cambridge University Press
ISBN: 0521516706
Size: 34.28 MB
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An examination of the general principles applicable to takeover bids in the European Union and the European Economic Area.

Common Legal Framework For Takeover Bids In Europe

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Publisher: Cambridge University Press
ISBN: 9780521516662
Size: 43.39 MB
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The Council Directive of 21 April 2004 on takeover bids sets forth the general principles applicable to takeover bids and clarifies certain minimum rules with respect to the procedure for a takeover bid, the obligation to make a mandatory bid in the event a minimum threshold is crossed and the majority shareholder's squeeze-out right as well as the minority shareholders' sell-out right. Furthermore, the Directive defines the authority which is competent to approve offer documents and supervise takeover bids, and provides for optional restrictions on the actions of the target company's management and on defence mechanisms. This book discusses the Takeover Directive and its implementing rules in each Member State of the European Union and the European Economic Area, providing companies and their advisors with useful insight into the legal framework and principles applicable to takeover bids in the region.

Good Governance For Pension Schemes

Author: Paul Thornton
Publisher: Cambridge University Press
ISBN: 1139500333
Size: 12.37 MB
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Regulatory and market developments have transformed the way in which UK private sector pension schemes operate. This has increased demands on trustees and advisors and the trusteeship governance model must evolve in order to remain fit for purpose. This volume brings together leading practitioners to provide an overview of what today constitutes good governance for pension schemes, from both a legal and a practical perspective. It provides the reader with an appreciation of the distinctive characteristics of UK occupational pension schemes, how they sit within the capital markets and their social and fiduciary responsibilities. Providing a holistic analysis of pension risk, both from the trustee and the corporate perspective, the essays cover the crucial role of the employer covenant, financing and investment risk, developments in longevity risk hedging and insurance de-risking, and best practice scheme administration.

A Practical Guide To Private Equity Transactions

Author: Geoff Yates
Publisher: Cambridge University Press
ISBN: 1139484192
Size: 31.52 MB
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This overview of a complex and often misunderstood subject takes the reader through the issues that are faced throughout the life cycle of a private equity investment, from the identification of an opportunity, through the various stages of the transaction and the lifetime of the investment, to the eventual exit by the investor. The analysis of key documentation and legal issues covers company law, employment law, pensions, taxation, debt funding and competition law, taking into account recent legal developments such as the Companies Act 2006, the recent emergence of private equity in the UK and the challenges faced by the industry as a result of the financial crisis.

Cross Border Mergers In Europe

Author: Dirk Van Gerven
Publisher: Cambridge University Press
ISBN: 1139484524
Size: 27.11 MB
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This discussion of the Cross-Border Merger Directive and its implementing legislation in each Member State of the European Union and the European Economic Area provides companies and their advisors with useful insight into the legal framework applicable to, and the tax treatment of, cross-border mergers throughout the European Economic Area. Analysis of the Community rules laid down in the Cross-Border Merger Directive and the Community rules on the tax treatment of cross-border mergers is complemented by chapters on the implementing legislation in each Member State, prepared in accordance with a common format and contributed by a practitioner from each state. Annexes contain the Cross-Border Merger Directive (Annex I), the Parent-Subsidiary Directive (Annex II) and a list of the implementing legislation in each Member State (Annex III).

Italian Company Law

Author: Marco Carone
Publisher: EGEA spa
ISBN: 8823813476
Size: 47.56 MB
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This book offers a general outlook of the legal framework governing companies limited by shares under Italian law for students, scholars and legal practitioners. It contains a presentation of the theory of the firm and its connections with Italian company law, in an effort to move these concepts closer to the understanding of international readers. The Authors have been teaching Italian business law to international students at Bocconi University in Milan for many years and this book owes much to their academic experience. At the same time, however, the Authors have leveraged on their experience as international business lawyers in order to keep the explanation plain and practical to any possible extent.

The Law Of Green And Social Procurement In Europe

Author: Roberto Caranta
Publisher: Djoef Pub
ISBN: 9788757423259
Size: 70.34 MB
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This Publication is the second in the European Procurement Law Series. European institutions have developed common principles and rules which are applicable all over the EU. While in some cases rules and practice from some Member States may have influenced the developments of public procurement law at EU level, European provisions will more often be divergent from the rules previously in force in most Member States. Once they penetrate the domestic legal orders, the sources of European law interact with national law. The Series will explore how and to what extent the national laws of a number of Member States have tried to accommodate European rules and principles. The Main Objective of public procurement regulation is to provide the government with the supplies, services, and works it needs to operate. This primary objective is connected to the principle of value for money and for the European Union with the aim to ensure the functioning of the internal market in public procurement. However, other objectives related to environmental and social concerns have always played a role as well. These range from the award of contracts to workshops for the disabled to strict environmental specifications. These 'secondary' or 'horizontal' objectives, also referred to as 'green procurement', 'sustainable procurement' or 'social procurement', are the subject of this book. The analysis covers the European Union internal market law of green and social procurement with emphasis on the interpretation, implementation and practice in a range of Member States of the EU and includes a comparative study.

European Company Law

Author: Stefan Grundmann
Publisher: Intersentia Limited
ISBN: 9781780680194
Size: 61.68 MB
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Over the last decade, European company law has been completely re-written. Virtually no EU measure remained unchanged and most of them have undergone fundamental reform. This is astonishing since almost half of these measures only came into existence after the turn of the millennium. In the last five years, 'modern' European company law has been characterized by a strong foundation of accounting law: i.e. the basic information scheme in international models (IFRS); the practicability and reality of cross-border mobility in its different types; and the considerable success (at last) of European company types, namely in the form of the European Company, which has been adopted by many blue chip companies, and, finally, by governance. The latter is also experiencing a remarkable renaissance of shareholders' rights, namely voting right schemes. In times of crisis, this is the equipment with which the challenges have to be met. European Company Law first discusses the EC/EU law, including all instruments through which it is transposed into the national law systems. However, where no EC/EU law exists, a comparative law discussion and the policy aspects - namely law and economics - fill the gaps. The whole organism of (limited liability) company law is thus covered. In addition to organization, accounting, finance, and the closely-related capital market law, this second edition covers the cornerstones of EC/EU corporate tax and insolvency law. This broad scientific perspective of the 'European' in company law remains unique and will be of greatest value for top-level practice and highly-ranked policy discussions. (Series: Ius Communitatis - Vol. 1)

Settlement Of Investment Disputes Under The Energy Charter Treaty

Author: Thomas Roe
Publisher: Cambridge University Press
ISBN: 1139497057
Size: 65.51 MB
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The Energy Charter Treaty has come of age, with almost 50 States parties and a small but growing body of arbitral case law. In this new study of the Treaty's investment protection provisions, Thomas Roe and Matthew Happold set out to identify and explain the Treaty's principal provisions and to suggest answers to some of the difficult problems thrown up by its drafting. They discuss in detail questions such as the standards of protection granted by the Treaty and the international responsibility of States for breaches of the Treaty, the various procedures available for the vindication of rights under the Treaty and the conditions to be satisfied before a claimant's complaint may be considered on the merits. Specific issues addressed include the impact of EU law on claims under the Treaty and the Treaty's provisions concerning taxation.