The Biases of an "Unbiased" Optional Takeovers Regime: The Mandatory Bid Threshold as a Reverse Drawbridge

This Article explores the role of private ordering in the regulation of mandatory tender offers, focusing on three issues: the recent “experiments” of the Italian legislature introducing greater contractual freedom on mandatory bids as a proxy for the tendency toward optional rules; a critical discussion of a scholarly proposal to further enhance this freedom in Europe; and an explanation of our proposal, intended as a sketch for future research, on how to reform the mandatory bid rule in a way that might be more beneficial to minority investors, at least in some jurisdictions.