Mergers, acquisitions and Takeovers : The takeover of Cadbury by Kraft, ninth report of session 2009-10, report, together with formal minutes, oral and written Evidence

A comprehensive account of the contribution and failings of one of the most important institutions in the world - the corporation. It gives an accessible and insightful analysis of why the problems of the corporation - financial crises, mismanagement, poverty, and pollution - are increasing and what can be done to address them.

This book studies takeovers from the acquirer's perspective. More precisely the book focuses on the legal and regulatory treatment of the risks faced by the acquiring company shareholders in takeovers. The identified risks are categorised into two main groups: first, risks generated by managerial choices and second, regulatory or external risks. The analysis considers the legal context but also draws on the economic literature, seeking to map the area under consideration and to suggest measures to improve the present position from both a law and economics perspective. More specifically, the book examines various methods of protecting the acquiring shareholders against value-decreasing or self-interested acquisitions, such as the class transaction rules, fiduciary duties, the acquiring directors' responsibilities under the Takeover Code, the court scheme procedure, the role of institutional shareholders and reward strategies, and methods of making the acquiring directors more exposed to the discipline of the market. The effects of the choice of the medium of payment are also covered. In addition, it covers the Code's position with regard to auction situations and seeks to identify ways of addressing the acquiring shareholders' interests in auctions, including auctions where buyout teams or white Knights are involved. Moreover it identifies situations where deviations from horizontal equality rules, which increase takeover premia, are or should be recognised. To that effect the Code's rules on mandatory bids, the determination of the price and the form of payment offered, partial offers and squeeze outs are considered. In addition, it covers the Code's position with regards to auction situations and seeks to identify ways of addressing the acquiring shareholders' interests in auctions, including auctions where buyout teams or White Knights are involved. Moreover it identifies situations where deviations from horizontal equality rules, which increase takeover premia, are or should be recognised. To that effect the Code's rules on mandatory bids, the determination of the price and the form of payment offered, partial offers and squeeze outs are considered. The analysis covers both hostile and friendly situations. In relation to hostile takeovers, the legal and regulatory framework of toehold strategies is analysed (Code's requirements, Disclosure Rules and Companies Act disclosure requirements etc). Market Abuse issues in relation to stake building are also highlighted. In relation to friendly takeovers the operation of lock-up agreements and break fees (Code's requirements, fiduciary law, financial assistance and other contract law concerns), is also explored. Finally, the Panel's position on adverse changes, pre-conditions and conditions which the offer can be subject to and the bidder's exposure to Material Adverse Change risk are assessed. The book discusses developments in the area under consideration including the Takeover Code regime after the implementation of the Takeover Directive and the Companies Act 2006.

In the aftermath of the global financial crisis of 2008 and the ensuing Great Recession of 2008 to 2013, the economic debate has begun to shift towards 'rebalancing' the UK economy, away from an over-reliance upon consumerism and the financial sector to generate growth, towards more sustainable productive activities. The fallout from the financial crisis exposed the systemic failings of the dominant neo-liberal model to deliver balanced growth and there is now increasing recognition this 'rebalancing' might best be achieved through the state pursuing an active 'industrial policy'. Thus, after a long hiatus, industrial policy is back in vogue at regional, national, and EU levels driven by concerns over competitiveness, globalisation, de-industrialisation, unemployment, and the comparatively slow growth of the British and EU economies especially in this post-recession phase. At the same time, industrial policy has been seen as a catalyst for designing economic recovery strategies at regional, national, and EU levels as well as being a concerted strategy to develop new 'clean-tech' industries to tackle environmental challenges. This book brings together leading European based experts, each with a long standing interest in industrial policy. The chapters offer a broad set of perspectives on the many facets of industrial policy, including reflections upon past experiences of industrial policy (from across the globe) and critical analysis and advice upon contemporary UK industrial policy issues. They aim to critically inform and challenge policy-makers, policy think-tanks, industrialists, trade unions, academics, and other stakeholders in framing the future course for industrial policy in the UK, and indeed more widely.

Since the publication of the first edition of this book in 2005, the world of financial investment has experienced an unprecedented boom followed by a spectacular bust. Significant changes have been proposed and in some cases implemented in areas such as the structure of regulation, the organisation of markets, supervision of market participants and the protection of consumers. The second edition takes account of these developments, integrating them into an analytical framework that enables the reader to develop a critical overview of the role of general legal rules and specialised systems of regulation in financial investment. The framework focuses on the role of contract, trusts and regulation as the primary legal influences for financial investment. The first part explores the relationship between investment, law and regulation. The second part examines the nature of investments and investors, both professional and private. The third part discusses the central role of corporate finance and corporate governance in linking investors with enterprises that require external capital. The fourth part examines the nature, operation and regulation of markets and the participants that support the functioning of the markets. The objective remains to provide a broadly-based and critical account of the role of law in financial investment. "MacNeil's eloquent and informative distillation of the regulatory fundamentals of investment law gives his book much international relevance...a timely contribution to help readers decipher the seemingly inextricable maze of financial regulation...Practitioners and legal policy advisers will..welcome it. They should find enlightening the book's careful scrutiny of the trust and contractual foundations of investment law and practice." Benjamin J Richardson Journal of International Banking Law and Regulation, Vol 22 Issue 1, 2007 ...a fascinating and informative book...thoroughly recommended as a learned but at the same time very readable introduction to the law of financial investment Gerard McCormack Banking and Finance Law Review, Volume 21 No 2, June 2006 ...very informative tool that introduces in a very friendly and accessible manner the nearly inextricable world of financial investment laws. Fadi Moghaizel International Company and Commercial Law Review, Vol. 17 No 2, February 2006

Growing trade in Europe--accelerated by the "Single Market" program--has seen a sharp increase in international mergers between European-based firms. This increase in European mergers will almost certainly continue, raising important questions for industrial policymakers and businessstrategies. This book addresses these questions, bringing together a number of leading economists and authoritative commentators on mergers and merger policy.