Takeover Code Research Articles

Indian Takeover Code forces Clariant to bid for remainder of Colour Chem

A raíz de la crisis financiera, la banca ética se ha convertido en un fenómeno visible que ha suscitado el interés tanto de clientes decepcionados de la banca convencional como de la comunidad científica. No obstante, la investigación en banca ética se encuentra aún en sus inicios, con muchos temas pendientes de consenso, como la propia definición o la identificación de los bancos considerados éticos. Teniendo en cuenta lo anterior, el propósito de este estudio es, en primer lugar, delimitar las características comunes a todos los bancos adscritos a este movimiento para, en la parte empírica, cuantificar el nivel de compromiso con el mismo y, de esta forma, como resultado de esa cuantificación, obtener un ranking que clasifique los bancos seleccionados según la puntuación obtenida. En cuanto a la metodología empleada, la cuantificación del nivel de compromiso con la banca ética se realiza a través de un nuevo índice denominado Social and Ethical Banking Index (SEBI), diseñado a partir de las características delimitadas en el estudio y aplicado a los bancos identificados como éticos por su pertenencia a la principal red de este tipo de banca: The Global Alliance for Banking on Values (GABV).As a consequence of the financial crisis, social banking has become more visible and attractive for both, disappointed customers of conventional banks, and the scientific community. However, research in social banking is still beginning. So, there are many issues without consensus, like the definition itself or the identification of social banks. Thus, this research aims to identify social banking characteristics, with the empirical objective of measuring the commitment to this movement, and ranking values-based banks according to the score obtained as a result of the quantification method that is suggested. The quantification of commitment to social banking is achieved with the new Social and Ethical Banking Index (SEBI), designed with the characteristics firstly defined. The empirical research is carried out with all the banks identified as social by their membership within the main network of social banking: The Global Alliance for Banking on Values (GABV).

Share-market Regulation in New Zealand: The Problematisation of Takeovers Legislation

This paper discusses the central features of the process of policy change over the period of the 1980s and early 1990s in New Zealand. The discussion describes the underlying influences which have been identified as motivating the policy adjustments. The New Zealand Treasury came to occupy a pivotal role in policy formulation in the 1980s. The paper argues that the TreasuRy was very successful because of its ability, in part, to build and maintain a network of alliances with business and other interest groups such as the New Zealand Business Roundtable. The events that surrounded proposals for a Takeovers Code in New Zealand, to complement Companies Act legislation, form the basis of a detailed case illustration. The events are theorised following Callon (1986) [in J. Law (Ed.) Power, Action and Belief. London: R.K.P.] and Latour (1987, 1993) [Science in Action. Cambridge, MA: Harvard University Press; We Have Never Been Modern. Cambridge, MA: Harvard University Press]. This involves applying a framework of interpretation based on the concepts of Latour's sociology of translation. Drawing from Latour helps to provide a frame of reference to allow an assimilation of disparate changes and influences as they have come to effect policy formulation in New Zealand. The themes of the case are related to the concepts of the resurrection of neo-classical economics policies, the related ideas of free-market solutions and methods as part of the process through which areas of knowledge and, in this case particularly, public policy become problematised (Latour, 1987).

Law, Economics and the Draft Takeovers Code

In August 1995, the Government announced that it would defer a decision whether to adopt the draft Takeovers Code that had been formulated and recommended by the Takeovers Panel pursuant to s 19 of the Takeovers Act 1993. This announcement culminates, at least for the time being, almost a decade of intense and sometimes acrimonious controversy over the regulation of takeovers in New Zealand. Economics-based arguments figured in the run up to the legislation, within the legislation itself, in the formulation of the Code and in the debate about its merits. After a review of the background and the principal features of the draft Code, this article considers the main issues in the law and economics debate that preceded the Government's decision. The author argues that the Government's decision to defer action on the Draft Code can likely be attributed to the "law and economics" opposition to takeovers regulation and the Code itself. The article concludes that both law and economic components were flawed: the legal component (i.e. that there are already existing companies legislation and listing requirements) ignores the fact that takeover regimes fill a regulatory gap, and the economic component (i.e. that the cost of takeovers will increase) fail to consider the total effect of an arrangement.

Life insurance company takeovers. A Report by a Working Party of the Life Assurance Joint Committee of the Institute of Actuaries and the Faculty of Actuaries, 15 October 1993

AbstractThe working party was required to establish what actuarial information is needed by the financial world for the proper evaluation of a bid for a quoted insurance company, and, in the light of these findings, to consider what may be required in the way of guidance to actuaries. The report considers the issuesw hich occur when life insurance companies aresu bject to takeovers and to other changes of ownership. The Takeover Code has many implications in such situations and these are discussed fully, particularly any conflicts of interest and the independence or otherwise of the actuaries involved. The interests of policyholders are considered and advice is proffered to actuaries. A Guidance Note is being issued.

Capital Markets and Corporate Control: A Study of France, Germany and the UK

This paper examines the relation between capital markets and corporate control in France, Germany and the UK. It compares levels of takeover activity in the three countries and describes the degree to which takeovers are associated with changes in corporate control. The paper examines the influence of regulation on forms of corporate ownership and control. It compares regulation pertaining to the rights of employees, managers and shareholders in the three countries and finds that regulatory rules are related to patterns of ownership and control changes. The paper suggests that a fundamental objective of control changes is to correct managerial failure, and that takeovers are suited to the correction of particular classes of managerial failure that cannot be readily rectified by contracts. Thus, markets with low levels of takeovers may suffer from a low level of correction of managerial failure. However, by changing ownership, takeovers may give rise to an inability of owners to commit themselves to the long-term interests of managers and employees. As a consequence, financial systems with active takeover markets may be associated with inadequate investment in firm-specific assets and an unduly short-term investment horizon. There is, therefore, a tradeoff between alternative methods of correcting managerial failure. This is particularly important for European countries facing an extension of UK takeover activity to the Continent. The process is being encouraged by the European Commission which aims to harmonize regulation on a UK-style takeover code. Harmonization of regulation may have far-reaching consequences for the structure of different countries' capital markets and, in view of the tradeoff, is of uncertain merit.

Annotated Take-overs Code. By Darryl D. McDonough. 2d ed. Sydney, Australia: The Law Book Company Ltd, 1989. Pp. xxxv, 278. A$45.00 (softcover).

Annotated Take-overs Code. By Darryl D. McDonough. 2d ed. Sydney, Australia: The Law Book Company Ltd, 1989. Pp. xxxv, 278. A$45.00 (softcover).

Defence Strategies of Listed Companies Under the Takeover Code

This paper reports the results of an investigation into takeover defence strategies used by Australian listed companies since the inception of the Takeover Code in 1981. The results are compared to Trotman's (1981) analysis of defence strategies used while the Companies Act, 1961 was in force. Conclusions are drawn about the effects the Takeover Code and its administration have had on tactics employed by directors to defend a takeover bid.

Strategy and tactics for resisting take-over

Although many articles have been written on how to take over a company, comparatively few have explained how to resist take-over in the U.K. This article seeks to redress the literature imbalance. The worst time to mount a defence is after a bid has been received. Accordingly, a large part of this article is concerned with advance preparation. The topics covered are: the need for advance preparation; identifying take-over targets; valuing a firm; defences prior to a bid; detecting an imminent bid; the Take-over Code; defences after a bid.

The City Take-over Code. By SirAlexander Johnston. [Oxford: Oxford University Press. 1980. viii, 185, (the Code, with Notes) 102 and (Appendices and Index) 25 pp. £20·00 net.

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FINANCIAL AND LEGAL NOTES

New Takeover Code The success of the City Takeover Code as a voluntary code of good practice has been assured by the universal support of the City's major financial institutions and their readiness to impose appropriate sanctions on any of their member firms who transgress its rules.