Book contents
- Frontmatter
- Contents
- List of figures
- List of tables
- Preface and acknowledgments
- Glossary
- List of abbreviations
- Table of cases
- Table of legislation
- PART I The essential qualities of the corporation
- PART II The corporation and its capital
- PART III Governing the corporation
- PART IV Corporate combinations, groups and takeovers
- SUBPART A Mergers and acquisitions
- 21 Techniques for business combinations
- 22 Governance rules for business combinations
- SUBPART B Companies in groups
- SUBPART C The market for corporate control
- References
- Index
22 - Governance rules for business combinations
from SUBPART A - Mergers and acquisitions
- Frontmatter
- Contents
- List of figures
- List of tables
- Preface and acknowledgments
- Glossary
- List of abbreviations
- Table of cases
- Table of legislation
- PART I The essential qualities of the corporation
- PART II The corporation and its capital
- PART III Governing the corporation
- PART IV Corporate combinations, groups and takeovers
- SUBPART A Mergers and acquisitions
- 21 Techniques for business combinations
- 22 Governance rules for business combinations
- SUBPART B Companies in groups
- SUBPART C The market for corporate control
- References
- Index
Summary
Required reading
EU: Cross Border Merger Directive; SE Regulation, arts. 2(1), 17–29
D: AktG, § 179a; UmwG, §§ 2, 16, 20, 22, 29; HGB, § 25; BGB, § 613a
UK: CA 2006, secs. 904–918
US: DGCL, §§ 251–253, 259–262(a) and (d), 271
Governance of mergers and acquisitions
Three governance techniques
In the last chapter, we looked at the types of structures used in acquisitions and the legal tools that can be used to protect a deal. Here, we will examine the manner in which UK, German and US law govern merger and acquisitions transactions. Many mergers and major sales of assets significantly change the company's economic makeup and the degree of control current shareholders exercise. For this reason, early corporate statutes either prohibited such transactions altogether or required unanimous shareholder approval before allowing management radically to change the nature of the investment into which shareholders entered when purchasing their shares. As economic development demanded increased scale and scope of industries, mergers and acquisitions became more common and the law became more flexible, and lawmakers have developed three types of interrelated governance techniques to protect the interests of shareholders. Shareholders have been given a right to know and decide, a right not to be unfairly oppressed by those in power, and a right to fair compensation for their investment.
- Type
- Chapter
- Information
- Comparative Company LawText and Cases on the Laws Governing Corporations in Germany, the UK and the USA, pp. 654 - 674Publisher: Cambridge University PressPrint publication year: 2010