The Law of Corporate Finance: General Principles and EU Law: Volume III: Funding, Exit, Takeovers

10.4 Mergers and Divisions 375 to shareholders for breach of duty. In practice, the appraisal remedy is more im- portant for sha ...

376 10 Exit of Shareholders The Third Directive and therefore also Dutch and Luxembourg corporate law required the drawing up of ...

10.4 Mergers and Divisions 377 was profit, while Nomura took about £330 million, of which about £140 million was profit. WestLB’ ...

378 10 Exit of Shareholders legal and economic aspects of the formation and indicating the implications for the shareholders” as ...

10.4 Mergers and Divisions 379 A division is often connected to internal structural change in which a subsidiary is split into t ...

380 10 Exit of Shareholders se takeover, its logistics operations were acquired by Kasola Oyj, a small listed company that issue ...

10.4 Mergers and Divisions 381 As a rule, there must be equivalent treatment of shareholders in the same posi- tion. In Communit ...

382 10 Exit of Shareholders “ensure certainty in the law as regards relations between the companies involved in the division, be ...

10.5 Private Equity and Refinancing 383 On the other hand, the judgment of the ECJ in Sevic can easily be applied even to cross- ...

384 10 Exit of Shareholders The financial rewards of the management firm thus depend on volume, and the fee structure gives an i ...

10.5 Private Equity and Refinancing 385 Table 10.1. Refinancing (1) Acquisition The private-equity firm founds a holding compan ...

386 10 Exit of Shareholders (4) Exit phase Exit phase is the final phase. The new company can issue shares and bonds in order t ...

10.5 Private Equity and Refinancing 387 the distributions to shareholders in public limited-liability companies (such as plc, AG ...

388 10 Exit of Shareholders In practice, however, this rule has not hindered takeovers by private-equity firms. This is because ...

10.7 Liquidation 389 ernance of the company in the capacity of members of the board who owe a per- sonal duty of care to that co ...

11 Takeovers: Introduction 11.1 General Remarks, Parties Business acquisitions can raise questions of the existence of the targe ...

392 11 Takeovers: Introduction collapse, a company that has filed for bankruptcy, or a company that sells assets as part of a co ...

11.2 Structures 393 Core differences between different structures. Let us assume that a company A has five unincorporated divisi ...

394 11 Takeovers: Introduction When the acquirer purchases particular assets of a company rather than its sha- res, the acquire ...

11.2 Structures 395 Ease of transferring control. The role of shareholders is a key to how easy or dif- ficult it is to obtain c ...