Law Commons^™

Perbandingan Pengaturan Penawaran Tender (Studi Komparatif: Amerika Serikat, Thailand Dan Indonesia), Areta Artauli

"Dharmasisya” Jurnal Program Magister Hukum FHUI

This writing discusses about various types of the Tender Offer scheme in the United States as a developed countries, Thailand as a developing countries compared to the tender offer regulation in Indonesia. Tender Offer in Indonesia is stipulated by Peraturan Otoritas Jasa Keuangan (POJK) No 54 /POJK.04/2015 concerning Voluntary Tender Offer and Peraturan Otoritas Jasa Keuangan No. 9 /POJK.04/2018 concerning Takeover of Public Company. In general, the three countries have the same understanding and purpose regarding the Tender Offer, namely to protect investors (shareholders) and create a fair capital market activities. This study aims to determine of several differences also …

Tinjauan Yuridis Notifikasi Merger Dalam Hukum Persaingan Usaha : Studi Kasus Pt Fks Multi Agro Tbk, Muhammad Surya Mustariyakuma

"Dharmasisya” Jurnal Program Magister Hukum FHUI

Mergers, Consolidations and Acquisitions are corporate actions that commonly occur in the business world. The corporate action is a means for companies to strengthen its position in the market and maximize corporate profits. But on the other hand, the Merger, Consolidation and Acquisition also has the potential to lead to anti-competitive practices by joining two large companies so as to dominate the market share and kill other business actors. Law No. 5 of 1999 explicitly regulates the provisions of mergers, consolidations, and acquisitions, namely articles 28 and 29. Furthermore, the technical provisions regarding merger notification are regulated in Government Regulation …

Special Purpose Acquisition Companies (Spacs) And The Sec, Neal Newman, Lawrence J. Trautman

Faculty Scholarship

Special Purpose Acquisition Companies (SPACs) are simply enterprises that raise money from the public with the intention of purchasing an existing business and becoming publicly traded in the securities markets. If the SPAC is successful in raising money and the acquisition takes place, the target company takes the SPAC’s place on a stock exchange in a transaction that resembles a public offering. Also known as “blank-check” or “reverse merger” companies, this process avoids many of the pitfalls of a traditional initial public offering.

During late 2020 and 2021 an unprecedented surge in the popularity and issuance of Special Purpose Acquisition …

Getting What You Bargained For: Avoiding Legal Uncertainty In Survival Clauses For A Seller's Representations And Warranties In M&A Purchase Agreements, Will Pugh

The Journal of Business, Entrepreneurship & the Law

This note will examine the variables that effect the way that courts may limit parties’ contractual freedom to shorten or lengthen statutes of limitation. It will describe the legal levers that determine the applicable survival period and suggest ways that parties can reduce legal uncertainty around the “basket” of provisions including reps, warranties, survival, and indemnification periods. One key detail examined by this note is “borrowing statutes ”that could operate to import another state’s controlling statute. Additionally, this note will discuss ways in which the contractual right to indemnification for breached reps and warranties is a substantive right that is …

Entire Fairness: A Call To Preserve Delaware Doctrine, Lisa Bei Li

The Journal of Business, Entrepreneurship & the Law

Appraisal arbitrage is on the rise. Institutional investors—namely, hedge funds—buy into target companies after their merger announcements and bet on the price. By purposely taking a minority position, these funds proceed to courts to obtain what they otherwise could not in the market: a “fair value.” Where there is no allegation of wrongdoing or injury, these plaintiffs nonetheless successfully divert deal value away from business combinations. Based on a misunderstood statute, appraisal arbitrage has exploded into a multi-billion dollar industry for large fund investors. In June 2016, amid growing concerns, the Delaware General Assembly amended section 262, Delaware’s appraisal statute. …

The Shifting Tides Of Merger Litigation, Matthew D. Cain, Jill E. Fisch, Steven Davidoff Solomon, Randall S. Thomas

All Faculty Scholarship

In 2015, Delaware made several important changes to its laws concerning merger litigation. These changes, which were made in response to a perception that levels of merger litigation were too high and that a substantial proportion of merger cases were not providing value, raised the bar, making it more difficult for plaintiffs to win a lawsuit challenging a merger and more difficult for plaintiffs’ counsel to collect a fee award.

We study what has happened in the courts in response to these changes. We find that the initial effect of the changes has been to decrease the volume of merger …

Does Shareholder Voting Matter? Evidence From The Takeover Market, Paul Mason, Usha Rodrigues, Mike Stegemoller, Steven Utke

Scholarly Works

Voting rights are a basic shareholder-protection mechanism. Outside of the core voting requirements state law imposes (election of directors and votes on fundamental changes), federal law grants shareholders additional voting rights. But these rights introduce concomitant costs into corporate governance. Each grant of a voting right thus invites the question: is the benefit achieved worth the cost the vote imposes?

The question is not merely a theoretical one. Recently the SEC, concerned about Nasdaq’s potential weakening of shareholder voting protections, has lamented that little evidence exists on the value of the shareholder vote. This Article provides that evidence. It examines …

The Trademark As A Novel Innovation Index, Brian J. Focarino

The Journal of Business, Entrepreneurship & the Law

When studying the relationship that exists between entrepreneurship and intellectual property, patents receive the most scholarly attention. The attention makes sense when we consider that patents are closely associated with technical progress, grant temporary monopolies that incentivize investment in research & development (R&D), and function as vectors of technological dissemination in and of themselves. In a number of industries however, conventional forms of innovation often associated with patenting are minimal or missing altogether, and require us to look elsewhere to discern innovative behavior. This Essay highlights novel applications for trademark law to entrepreneurial activity in low-technology industries and low-financing locations …

International Implications Of The 1982 Merger Guidelines, Vincent Draa

Georgia Journal of International & Comparative Law

No abstract provided.

Incorporating Legal Claims, Maya Steinitz

Faculty Scholarship

Recent years have seen an explosion of interest in commercial litigation funding. Whereas the judicial, legislative, and scholarly treatment of litigation finance has regarded litigation finance first and foremost as a form of champerty and sought to regulate it through rules of legal professional responsibility (hereinafter, the "legal ethics paradigm"), this Article suggests that the problems created by litigation finance are all facets of the classic problems created by "the separation of ownership and control" that have been a focus of business law since the advent of the corporate form. Therefore, an "incorporation paradigm," offered here, is more appropriate. "Incorporating …

Tax And Corporate Governance: The Influence Of Tax On Managerial Agency Costs, David M. Schizer

Faculty Scholarship

This chapter examines the influence of tax on managerial agency costs, with particular emphasis on public companies in the United States. Focusing on “C-corporations,” this chapter first considers why tax is an imperfect vehicle for mitigating managerial agency costs. It then discusses how tax influences the compensation of managers, both in ways policy makers intended, and in ways they did not. The chapter also considers how tax affects management decisions about capital structure, hedging, and acquisitions. In addition, this chapter explores the tax system’s influence on the ability and incentives of shareholders to monitor management. This chapter then concludes with …

Government Enforcement Policy Of Section 7 Of The Clayton Act: Carte Blanche For Conglomerate Mergers?, Joseph P. Bauer

Joseph P. Bauer

This Article argues that the Department of Justice's recently articulated enforcement intentions with respect to conglomerate mergers are inconsistent with the case law applying section 7 of the Clayton Act to these transactions and also represent unsound policy. Part I will review the conglomerate merger jurisprudence of the past two decades - looking at the theories that have been used to challenge them, at the important judicial decisions interpreting and applying those theories, and at the Guidelines adopted by the Department of Justice in 1968 to codify these developments. It will then briefly discuss certain developments regarding conglomerate mergers the …

Recent Changes In U.S. And U.K. Overseas Anti-Corruption Enforcement Under The Fcpa And The U.K. Bribery Law: Private Equity Compliance, Isaac A. Binkovitz

Michigan Business & Entrepreneurial Law Review

The following discussion provides a preliminary guide for those tasked with steering private equity firms through the shifting obstacle course of overseas anti-corruption compliance. Section I briefly reviews the centrality of overseas anti-corruption enforcement and its role in creating a more hospitable business climate in emerging markets. Section I also examines the American and British enforcement regimes in general before analyzing the most recent changes–specifically, changes as to the scope of liability and expansion of their jurisdiction. This section is designed to help determine whether investments or acquisitions fall within the purview of either enforcement regime. Section II discusses various …

The Antitrust Aspects Of Bank Mergers - Introduction, Carl Felsenfeld

Fordham Journal of Corporate & Financial Law

No abstract provided.

When Good Mergers Go Bad: Controlling Corporate Managers Who Suffer A Change Of Heart, Celia R. Taylor

University of Richmond Law Review

No abstract provided.

The Sec's Regulation Fd, Richard L. Anderson, David Becker, Harvey L. Goldschmid, Eric D. Roiter, Susan E. Wolf, Alex Zisson, Jill E. Fisch

Fordham Journal of Corporate & Financial Law

No abstract provided.

Fair Value And Fair Price In Corporate Acquisitions, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

In statutory corporate acquisitions, dissenters' rights entitle shareholders of acquired corporations to obtain a "fair value" for their consideration, while common-law fiduciary duties ensure that such shareholders receive a "fair price" in the transaction. Courts, however, have had difficulty defining and measuring fair value and fair price, leaving this area of the law in disarray. This Article reviews the current framework of appraisal rights and fiduciary duties and proposes refined definitions of fair value and fair price that are based on attractive moral and economic values widely shared by society. The proposal respects the expectations of shareholders and provides guidance …

M&A In The Banking Industry: Legal Perspective, Fred B. White

Fordham Journal of Corporate & Financial Law

No abstract provided.

Federal Income Tax Considerations Of Acquisitions Involving S Corporations, Mary L. Harmon

William & Mary Annual Tax Conference

No abstract provided.

Legal Factors In The Acquisition Of A United State Corporation: Litigation By Hostile Targets, Johan E. Droogmans

LLM Theses and Essays

Acquisitions of United States corporations have become increasingly complex takeover contests, where bidders and target corporations are forced into offensive and defensive litigation strategies to protect their respective interests. Targets often assert that the bidders have violated federal or state securities laws, federal antitrust laws, federal margin regulations, federal and state regulatory systems, and federal anti-racketeering laws. These lawsuits are primarily based on the principal federal regulation of takeovers in section 14(a) of the Securities and Exchange Act of 1934 and the Williams Act. Target litigation is customary, but entails certain disadvantages; a lawsuit rarely stops an offer, is expensive, …

Government Enforcement Policy Of Section 7 Of The Clayton Act: Carte Blanche For Conglomerate Mergers?, Joseph P. Bauer

Journal Articles

This Article argues that the Department of Justice's recently articulated enforcement intentions with respect to conglomerate mergers are inconsistent with the case law applying section 7 of the Clayton Act to these transactions and also represent unsound policy. Part I will review the conglomerate merger jurisprudence of the past two decades - looking at the theories that have been used to challenge them, at the important judicial decisions interpreting and applying those theories, and at the Guidelines adopted by the Department of Justice in 1968 to codify these developments. It will then briefly discuss certain developments regarding conglomerate mergers the …

Accounting For Mergers, Acquisitions And Investments, In A Nutshell: The Interrelationships Of, And Criteria For, Purchase Or Pooling, The Equity Method, And Parent-Company-Only And Consolidated Statements, Ted J. Fiflis

Publications

No abstract provided.