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|Titolo:||Takeover Regulation as a Wolf in Sheep's Clothing: Taking Armour & Skeel's Thesis to Continental Europe|
|Data di pubblicazione:||2008|
|Autori interni:||VENTORUZZO, MARCO|
|Rivista:||UNIVERSITY OF PENNSYLVANIA JOURNAL OF BUSINESS LAW|
|Abstract:||According to Aesop, even the most effective fraud can turn against its perpetrator, and justice be done. The results are not always so salutary with other clandestine predators, including legal rules that appear aimed at protecting vulnerable groups, but instead provide valuable tools to be exploited by other, and more powerful, lobbies. The thesis of this Article is that some of the takeover regulations that have proven so successful at protecting minority shareholders in the U.K., and have been incorporated into European takeover regulation, may operate in Continental systems as a deceptive guise that instead ensures protection for entrenched controlling shareholders. The article proceeds as follows. After offering a brief outlook on the ownership structures prevailing in continental Europe (Part II), Part III provides some evidence concerning the adoption of mandatory bids, board neutrality, and the breakthrough rule in Europe before the Thirteenth Directive, and its effect on takeover dynamics. Part IV takes a closer look at the how some countries have implemented that directive. The thesis there is that the Directive represented an occasion to tune the U.K. approach even more to the defensive needs of entrenched controlling shareholders. Part V will discuss a case study - specifically, the adoption of the Thirteenth Directive in Italy. Italy represents an excellent test for the thesis advanced in this work because, particularly if compared with the U.K., its listed corporations have a very concentrated ownership structure and institutional investors are relatively weak and strongly related to banking institutions which might be less concerned with investors' protection. Nonetheless, Italy complied with the British approach well before the enactment of the Thirteenth Directive. Part VI considers, with some empirical evidence, the effects on the Italian market for corporate control of the adoption of these rules.|
|Appare nelle tipologie:||01 - Articolo su rivista Scientifica|
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