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THE BNR AND THE IMPLEMENTATION OF THE TOD

THE BNR AND THE IMPLEMENTATION OF THE TOD. PAUL DAVIES Allen & Overy Professor of Corporate Law, University of Oxford. Davies, Paul L., Schuster, Edmund-Philipp and Van de Walle de Ghelcke, Emilie, The Takeover Directive as a Protectionist Tool? (February 17, 2010).

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THE BNR AND THE IMPLEMENTATION OF THE TOD

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  1. THE BNR AND THE IMPLEMENTATION OF THE TOD PAUL DAVIES Allen & Overy Professor of Corporate Law, University of Oxford

  2. Davies, Paul L., Schuster, Edmund-Philipp and Van de Walle de Ghelcke, Emilie, The Takeover Directive as a Protectionist Tool? (February 17, 2010). ECGI - Law Working Paper No. 141/2010. Available at SSRN: http://ssrn.com/abstract=1554616

  3. BNR:MEMBER STATE CHOICES

  4. BNR: COMPANY CHOICES

  5. COUNTRIES INTRODUCING MANDATORY BNR WITH NO RECIPROCITY

  6. COUNTRIES REMOVING PREVIOUSLY MANDATORY BNR

  7. COUNTRIES INTRODUCING RECIPROCITY EXCEPTION TO EXISTING MANDATORY BNR

  8. FRANCE: CAC 40 2009 Sources: Herbert Smith; HQB Partners

  9. Italy: Opt-out decisions Sources: Company filings, Borsa Italiana

  10. Reform Proposal • Make BNR the default subject to a periodic opt-out decision by ordinary majority (Italy) • Remove MSS from decision-making process • Default in favour of those less well able to act • But not mandatory where shareholders believe company will operate better without a BNR in place • Apply to BTR?

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