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Articles 1 - 30 of 62
Full-Text Articles in Law
Perbandingan Pengaturan Penawaran Tender (Studi Komparatif: Amerika Serikat, Thailand Dan Indonesia), Areta Artauli
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 …
Collective Coercion, Benjamin Means, Susan S. Kuo
Collective Coercion, Benjamin Means, Susan S. Kuo
Faculty Publications
When a collective-choice situation places coercive pressure on individual participants, the law’s traditional protection of individual autonomy against coercion must be reconciled with its necessary role in resolving problems of collective action. On the one hand, the law might seek to remove coercion from the equation so that individuals are free to make their own decisions. On the other hand, the law might empower a central authority to decide, thereby solving a problem of collective action in order to maximize the group’s shared interests.
The tension between these two approaches creates deep uncertainty for the regulation of collective-choice situations. It …
Shareholder Exit Signs On Us And Eu Highways, Raluca Papadima
Shareholder Exit Signs On Us And Eu Highways, Raluca Papadima
Raluca Papadima
Global Regulatory And Ethical Framework, Henry Ordower
Global Regulatory And Ethical Framework, Henry Ordower
All Faculty Scholarship
This chapter reviews statutory and court sanctioned private regulatory frameworks affecting the creation of private equity (PE) funds and their primary activity of acquiring corporate enterprises. The chapter reviews U.S. legislation regulating securities, investment companies, and tender offers, state antitakeover legislation, state court decisions on hostile corporate takeovers and “poison pill” defenses, as well as European Union directives on takeovers and alternative investment fund managers. It concludes that regulation in the United States has shifted the balance of power in corporate acquisitions to incumbent management. The chapter also examines the diametrically opposed ethical views of PE funds as investment entities …
The Case Beyond Time, Lyman P.Q. Johnson, David K. Millon
The Case Beyond Time, Lyman P.Q. Johnson, David K. Millon
David K. Millon
The Delaware Supreme Court's opinion in Paramount Communications, Inc. v. Time, Inc.' treats several important questions that arise in connection with hostile corporate takeovers. At the same time, it leaves three critical issues unanswered. In this article, we first briefly describe what the Time decision did, comparing Chancellor William Allen's somewhat discursive Chancery Court opinion with the more peremptory ruling of the Supreme Court. Next, we identify three unarticulated but potentially far-reaching implications of both the Supreme Court's and Chancellor Allen's reasoning that threaten to destabilize seemingly settled doctrine governing the conduct of target company management.
Corporation Code Sections 309 And 1203: California Redefines Directors' Duties Towards Shareholders, Ernest F. Batenga, Mark Willis
Corporation Code Sections 309 And 1203: California Redefines Directors' Duties Towards Shareholders, Ernest F. Batenga, Mark Willis
Pepperdine Law Review
No abstract provided.
Misreading The Williams Act, Lyman P.Q. Johnson, David K. Millon
Misreading The Williams Act, Lyman P.Q. Johnson, David K. Millon
Lyman P. Q. Johnson
No abstract provided.
Missing The Point About State Takeover Statutes, Lyman P.Q. Johnson, David K. Millon
Missing The Point About State Takeover Statutes, Lyman P.Q. Johnson, David K. Millon
Lyman P. Q. Johnson
No abstract provided.
The Case Beyond Time, Lyman P.Q. Johnson, David K. Millon
The Case Beyond Time, Lyman P.Q. Johnson, David K. Millon
Lyman P. Q. Johnson
The Delaware Supreme Court's opinion in Paramount Communications, Inc. v. Time, Inc.' treats several important questions that arise in connection with hostile corporate takeovers. At the same time, it leaves three critical issues unanswered. In this article, we first briefly describe what the Time decision did, comparing Chancellor William Allen's somewhat discursive Chancery Court opinion with the more peremptory ruling of the Supreme Court. Next, we identify three unarticulated but potentially far-reaching implications of both the Supreme Court's and Chancellor Allen's reasoning that threaten to destabilize seemingly settled doctrine governing the conduct of target company management.
The Delaware Judiciary And The Meaning Of Corporate Life And Corporate Law, Lyman P.Q. Johnson
The Delaware Judiciary And The Meaning Of Corporate Life And Corporate Law, Lyman P.Q. Johnson
Lyman P. Q. Johnson
No abstract provided.
State Takeover Statutes: Constitutionality, Community, And Heresy, Lyman P. Q. Johnson
State Takeover Statutes: Constitutionality, Community, And Heresy, Lyman P. Q. Johnson
Lyman P. Q. Johnson
No abstract provided.
The Eventual Clash Between Judicial And Legislative Notions Of Target Management Conduct, Lyman P.Q. Johnson
The Eventual Clash Between Judicial And Legislative Notions Of Target Management Conduct, Lyman P.Q. Johnson
Lyman P. Q. Johnson
No abstract provided.
The Case Beyond Time, Lyman P.Q. Johnson, David K. Millon
The Case Beyond Time, Lyman P.Q. Johnson, David K. Millon
David K. Millon
The Delaware Supreme Court's opinion in Paramount Communications, Inc. v. Time, Inc.' treats several important questions that arise in connection with hostile corporate takeovers. At the same time, it leaves three critical issues unanswered. In this article, we first briefly describe what the Time decision did, comparing Chancellor William Allen's somewhat discursive Chancery Court opinion with the more peremptory ruling of the Supreme Court. Next, we identify three unarticulated but potentially far-reaching implications of both the Supreme Court's and Chancellor Allen's reasoning that threaten to destabilize seemingly settled doctrine governing the conduct of target company management.
Misreading The Williams Act, Lyman P.Q. Johnson, David K. Millon
Misreading The Williams Act, Lyman P.Q. Johnson, David K. Millon
David K. Millon
No abstract provided.
Missing The Point About State Takeover Statutes, Lyman P.Q. Johnson, David K. Millon
Missing The Point About State Takeover Statutes, Lyman P.Q. Johnson, David K. Millon
David K. Millon
No abstract provided.
State Takeover Laws: A Rebirth Of Corporationlaw?, David K. Millon
State Takeover Laws: A Rebirth Of Corporationlaw?, David K. Millon
David K. Millon
No abstract provided.
Business Strategists And Election Commissioners: How The Meaning Of Loyalty Varies With The Board’S Distinct Fiduciary Roles, Ethan G. Stone
Business Strategists And Election Commissioners: How The Meaning Of Loyalty Varies With The Board’S Distinct Fiduciary Roles, Ethan G. Stone
Ethan G. Stone
For twenty years, Delaware courts have been developing special standards to review board decisions that interfere with hostile bids for control or the exercise of the shareholder franchise. These “Unocal” and “Blasius” doctrines seem to fit uneasily with theories of the board’s role in corporate governance, constraining board discretion too little for shareholder primacy theories and too much for board autonomy theories. Nor have the Delaware courts succeeded in fitting Unocal and Blasius comfortably with their treatment of board decisions in other contexts. In this article, I propose that these special doctrines reflect the difference between two separate functions of …
Tender Offers By Controlling Shareholders: The Specter Of Coercion And Fair Price, Adam C. Pritchard
Tender Offers By Controlling Shareholders: The Specter Of Coercion And Fair Price, Adam C. Pritchard
Articles
Taking your company private has never been so appealing. The collapse of the tech bubble has left many companies whose stock prices bordered on the stratospheric now trading at small fractions of their historical highs. The spate of accounting scandals that followed the bursting of the bubble has taken some of the shine off the aura of being a public company-the glare of the spotlight from stock analysts and the business press looks much less inviting, notwithstanding the monitoring benefits that the spotlight purports to confer. Moreover, the regulatory backlash against those accounting scandals has made the costs of being …
Structuring Transactions Outside All Holders/Best Price Rule, Mark Khmelnitskiy
Structuring Transactions Outside All Holders/Best Price Rule, Mark Khmelnitskiy
Fordham Journal of Corporate & Financial Law
No abstract provided.
Greenmail, The Control Premium And Shareholder Duty, Roberta S. Karmel
Greenmail, The Control Premium And Shareholder Duty, Roberta S. Karmel
Washington and Lee Law Review
No abstract provided.
The Delaware Judiciary And The Meaning Of Corporate Life And Corporate Law, Lyman P.Q. Johnson
The Delaware Judiciary And The Meaning Of Corporate Life And Corporate Law, Lyman P.Q. Johnson
Scholarly Articles
No abstract provided.
The Case Beyond Time, Lyman P.Q. Johnson, David K. Millon
The Case Beyond Time, Lyman P.Q. Johnson, David K. Millon
Scholarly Articles
The Delaware Supreme Court's opinion in Paramount Communications, Inc. v. Time, Inc.' treats several important questions that arise in connection with hostile corporate takeovers. At the same time, it leaves three critical issues unanswered. In this article, we first briefly describe what the Time decision did, comparing Chancellor William Allen's somewhat discursive Chancery Court opinion with the more peremptory ruling of the Supreme Court. Next, we identify three unarticulated but potentially far-reaching implications of both the Supreme Court's and Chancellor Allen's reasoning that threaten to destabilize seemingly settled doctrine governing the conduct of target company management.
State Takeover Laws, Insider Trading, And The Interplay Between The Two: A New Perspective, Christopher J. Bebel, Kenneth C. Vert
State Takeover Laws, Insider Trading, And The Interplay Between The Two: A New Perspective, Christopher J. Bebel, Kenneth C. Vert
West Virginia Law Review
No abstract provided.
A Peek Under The Shell: Investment Bank's Equity Position In Tender Offeror Should Trigger Disclosure Requirements Of The Williams Act
Washington and Lee Law Review
No abstract provided.
Misreading The Williams Act, Lyman P.Q. Johnson, David K. Millon
Misreading The Williams Act, Lyman P.Q. Johnson, David K. Millon
Scholarly Articles
No abstract provided.
Missing The Point About State Takeover Statutes, Lyman P.Q. Johnson, David K. Millon
Missing The Point About State Takeover Statutes, Lyman P.Q. Johnson, David K. Millon
Scholarly Articles
No abstract provided.
Tender Offers In The European Community: The Playing Field Shrinks, Jeffrey P. Greenbaum
Tender Offers In The European Community: The Playing Field Shrinks, Jeffrey P. Greenbaum
Vanderbilt Journal of Transnational Law
This Article discusses the Proposal in the European Community to standardize the tender offer process in the Single European Market of 1992. The Proposal promotes equal treatment of shareholders and contains substantive measures to achieve this goal. Mr. Greenbaum compares the Proposal to its United States counterpart, the 1968 Williams Act, notes the different approach taken by the Williams Act, with its emphasis on disclosure rather than substantive regulation, and examines these different approaches primarily in the context of hostile tender offers. Mr. Greenbaum shows that the Proposal's procedural requirements for the bidder and restrictions on target management defenses leave …
Beyond Mite-Cts V. Dynamics: Has Management Won The Battle In The Fight Against The Tender Offer, And What Injury Has The Individual Shareholder Suffered?, James S. Zmuda
Northern Illinois University Law Review
This Note examines two major Supreme Court cases addressing the conflict between federal and state law governing the use of the tender offer. Congress intended to protect the individual shareholder in making a decision whether to tender shares with voting rights, while balancing the legitimate interests of incumbent management and tender offerors. The Court upset this balance by upholding Indiana's Control Shares Acquisition Act as constitutional in the second of these two cases. This Note will highlight the inconsistencies between the cases, explain the present effect of both, and suggest an approach for states considering the adoption of takeover legislation.
State Takeover Laws: A Rebirth Of Corporationlaw?, David K. Millon
State Takeover Laws: A Rebirth Of Corporationlaw?, David K. Millon
Washington and Lee Law Review
No abstract provided.
"May We Have The Last Dance?" States Take Aim At Corporate Raiders And Crash The Predator's Ball
"May We Have The Last Dance?" States Take Aim At Corporate Raiders And Crash The Predator's Ball
Washington and Lee Law Review
No abstract provided.