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Patterns in Takeover Regulations in the World: Puzzles and Explanations

Patterns in Takeover Regulations in the World: Puzzles and Explanations. 9 September 2011 Hideki Kanda University of Tokyo. Capital Market: Global Regulation of Takeovers: National and Not Harmonized. Multiple Purposes of Regulation on Takeover Bids Transparency Procedural Fairness

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Patterns in Takeover Regulations in the World: Puzzles and Explanations

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  1. Patterns in Takeover Regulations in the World: Puzzles and Explanations 9 September 2011 Hideki Kanda University of Tokyo

  2. Capital Market: Global • Regulation of Takeovers: National and Not Harmonized

  3. Multiple Purposes of Regulation on Takeover Bids • Transparency • Procedural Fairness • (with Mandatory Bid Rule) Exit Protection for Minority Shareholders with an "Equitable Price" • This makes the picture complex.

  4. An Example: Definition of "Acting in Concert" • Regulation of Takeover Bids • Ownership Disclosure Rule

  5. Puzzles • UK vs. US • Mandatory Bid Rule with or without Board Neutrality Rule

  6. Share Ownership Pattern:Popular Thinking

  7. TABLE 1: Takeovers and Defenses mandatory bid rule board neutrality

  8. Currently Popular Thinking: Legal and regulatory rules (and their enforcement) on publicly held business corporations are explained by share ownership patterns: dispersed or concentrated. Problem: It is difficult to locate (and explain) the UK and Japan, for example. Possible Thought: The dimension of "control" should be added to that of "ownership."

  9. Adding "Control" to "Ownership" ownership control

  10. TABLE 2: Ownership and Control ownership control

  11. A Puzzle within Continental Europe • French AMF vs. German BaFin in the Review of Price under Mandatory Bid Rule

  12. Tentative Conclusion • Other Examples? • Observed variety is understandable and within a reasonable range....

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