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

500 17 Duties of the Board in the Context of Takeovers tions designed to increase share price regardless of whether they are in ...

17.4 Takeover Defences and the Interests of the Firm 501 targets. The Code is strongly weighted toward protecting the interests ...

502 17 Duties of the Board in the Context of Takeovers Generally, the board of the target company must take competent independen ...

18 Takeover Defences 18.1 General Remarks The target’s board of directors functions as a “gatekeeper” in all acquisitions which ...

504 18 Takeover Defences the use of barriers to exertion of control over the assets of the target; the creation of financial bu ...

18.1 General Remarks 505 Pre-bid and post-bid defences. Some types of takeover defences can be used both before the making of th ...

506 18 Takeover Defences transactions can also trigger the personal liability of board members for damage sustained by the compa ...

18.4 Price-increasing Defences 507 18.4 Price-increasing Defences Firms have increasingly adopted takeover defences designed to ...

508 18 Takeover Defences The Directive only applies where the target company’s shares have been admitted to trading on a regulat ...

18.6 Securities Lending 509 ties that will remain independent of the target company after the completion of the acquisition. Thi ...

510 18 Takeover Defences Lending subsidiary shares to friendly investors. The target company can park even subsidiary shares. Le ...

18.8 Poison Pills, Shareholder Rights Plans 511 12.4.3 and Volume II). Topping fees are a variation of cancellation fees in the ...

512 18 Takeover Defences firmed that the adoption of such a rights plan by the board of a Bermuda company could constitute a “pr ...

18.10 Tactical Litigation, Administrative Constraints 513 18.10 Tactical Litigation, Administrative Constraints................. ...

514 18 Takeover Defences proceedings as a defence. The same can be said of the principle of home-country control in regulated in ...

18.11 Example: Arcelor and Mittal 515 if Mittal Steel were successful in its tender offer for Arcelor and able to exert manageme ...

516 18 Takeover Defences nally disclosed the €4 billion Term Loan Facility and said that the facility would be used by Arcelor “ ...

18.11 Example: Arcelor and Mittal 517 ing assets. Alexei Mordashov, in return, would receive Arcelor shares and buy more with ca ...

518 18 Takeover Defences the merger at an extraordinary general meeting of shareholders held on 28 August 2007.^67 In the second ...

19 A Listed Company as the Target 19.1 General Remarks The takeover of a company whose shares have been admitted to trading on a ...