Comparative Takeover Regulation compares the laws relating to takeovers in leading Asian economies and relates them to broader global developments. It is ideal for educational institutions that teach corporate law, corporate governance, and mergers and acquisitions, as well as for law firms, corporate counsel and other practitioners.

Following the standard (acquisition of control) merger logic, merger control regimes have typically treated horizontal minority shareholdings as a matter of coordinated effects. As in a standard horizontal merger case, the transaction implies full control of the target firm and joint profit maximization post-merger, it is easy to see the acquisition of minority shares being analysed as a matter of information flows and influencing conduct. In that sense, competitive effects of shareholdings are not systematically different from a standard merger, although the effects of the shareholding are attenuated by the more limited degree of influence exerted by the minority shareholder. This has led to a focus on the acquired rights of minority shareholders in an effort to gauge the actual influence that such a shareholder may exert on the company. In other words, the focus has been on coordinated effects resulting from the influence of the minority shareholder to the detriment of a non-coordinated effects analysis. This article focusses on the non-coordinated effects of minority shareholdings in oligopolistic markets. It is demonstrated that minority shareholdings even when they fall below the usual thresholds can lead to a significant impediment of effective competition (SIEC) on a purely non-coordinated basis. This is particularly likely in a market with differentiated products, when a firm partially acquires shareholdings in its closest competitor and when the next best alternative products are only weak substitutes. While share thresholds may be a decent rough proxy for coordinated effects to the extent that they convey different degrees of direct influence, it is shown that such thresholds are much less meaningful in the context of non-coordinated effects as general market conditions and in particular closeness of competition, which is independent of the magnitude of the shares, becomes much more important.

This title explains the often complex and difficult ideas in legal philosophy clearly and concisely but without over-simplification. It introduces students to the fundamental themes in legal philosophy. It analyses and comments on the writing of the foremost legal theorists, and takes into account the most recent scholarly work.

Academic Paper from the year 2014 in the subject Business economics - Law, grade: 2.0, Free University of Berlin, course: Master degree, language: English, abstract: The Merger Regulation as it stands only applies to transactions resulting in a lasting change of control. Economic theory and the Commission's experience suggest that non-controlling minority shareholdings may also in certain instances cause anticompetitive harm. The financial incentives and the influence on the target resulting from such minority stakes can raise competition concerns based on the same theories of harm as pursued under merger rules, namely unilateral or coordinated effects or input foreclosure. Unlike other competition authorities both inside and outside the EU (such as Germany, the United Kingdom, or the United States) the Commission currently has no opportunity to address such concerns where they are caused only by the acquisition of minority participations. The European Commission is looking forward to review and potentially revise its rules for reviewing minority share acquisitions under EU competition law. The European Commission is considering amending the EUMR to allow it to review certain acquisitions of non‐controlling minority shareholdings. Under the current EUMR regime, the Commission can only review the acquisition of a minority shareholding and possibly prohibit it ex ante where it confers control. Control means the possibility of exercising decisive influence on an undertaking on the basis of rights, contracts or any other means (Article 3(2) EUMR). Hence, the acquisition of a minority shareholding does not fall under the scope of the EUMR and under the Commission’s jurisdiction unless it enables the minority shareholder to determine the strategic commercial behavior of the target. While in some instances competition problems caused by non-controlling minority participations might be tackled by the antitrust rules of Article 101 or 102 TFEU, these provisions would not seem to deal with all cases in which non-controlling minority shareholdings may cause competitive harm. In particular Article 101 only applies where there is an agreement between the parties which could be qualified as having the effect of restricting competition.

This book is designed for law students taking an advanced business law course such as Mergers & Acquisitions or Corporate Finance, with a primary emphasis on corporate and securities law issues. While the text has a strong emphasis on the doctrinal issues taught in today's M&A classes, it also places significant emphasis on providing an economic analysis of the major issues in that course. The text thus offers not only with an overview of the black letter law, but also a unifying method of thinking about the subject.