Gotowe bibliografie tematyczne / Consolidation and merger of corporations – law and legislation – cases

Gotowa bibliografia na temat „Consolidation and merger of corporations – law and legislation – cases”

Autor: Grafiati

Data publikacji: 26 lipca 2024

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Artykuły w czasopismach na temat "Consolidation and merger of corporations – law and legislation – cases"

Kuzmin, S. E. "Sources of Legal Regulation of Mergers, Acquisitions, Consolidations, Joint Stock Companies in Russia and Corporations in the United States". MGIMO Review of International Relations, nr 1(40) (28.02.2015): 209–14. http://dx.doi.org/10.24833/2071-8160-2015-1-40-209-214.

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The article outlines general characteristics of the sources of law, regulating relations associated with mergers, consolidations, acquisitions of joint stock companies in Russia and corporations in the United States respectively in the Russian legislation and the legislation of the United States and individual States. Both in Russia and in the USA there is a constitutional separation of powers between the Federal authorities and the Subjects of the Federation/States respectively. In both countries legal regulation of mergers and acquisitions of corporations is carried out first of all by a number of laws. These laws fall into three main groups: securities laws, antitrust (competition) laws and civil and joint-stock legislation in Russia and corporate laws in the US. All the three groups are federal laws in Russia, while in the US the first two are federal too, but the last one is state laws. It is necessary to highlight the important role of judicial decisions in the United States on legal regulation of mergers, acquisitions, takeovers in comparison with Russia, which is due to the differences in the legal systems of the states in question. However, although Russia is not a state of case law, such legal acts as the resolution of the Plenum of the Supreme Commercial Court will undoubtedly have an impact on law enforcement practice and, consequently, on the regulation of relevant relations. Of particular importance are the findings of the Constitutional Court, whose decisions may cancel acts or their separate provisions provided they are recognized as unconstitutional. Such acts are repealed. Decisions of courts and other bodies based on acts or their separate provisions, recognized by the Constitutional Court of the Russian Federation unconstitutional, are not subject to execution and shall be revised in accordance with the Federal law. The US case law implies existence of a hierarchy of precedents according to which decisions adopted by the higher courts are binding for cases adjudicated in lower courts. Judicial decisions have a major impact on the regulation of mergers and acquisitions of corporations, in particular, the state corporate Laws. The article analyses the main similarities and differences of sources of legal regulation of mergers, consolidations, acquisitions of joint stock companies in Russia and corporations in the United States.

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Shcherbakova, Nataliia. "Comparative legal analysis of processes of merger and accession of economic organizations in national and foreign legislation (EU, UK, USA)". ScienceRise: Juridical Science, nr 2(24) (30.06.2023): 55–71. http://dx.doi.org/10.15587/2523-4153.2023.283562.

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Taking into account Provisions of the Association Agreement between Ukraine and the EU in the field of legislation on companies and corporate governance, which leads to the regulation of the activities of corporations, in particular the regulation of the processes of reorganization of economic organizations at the national level to the requirements of international standards and a gradual rapprochement with the rules and recommendations of the EU, a comparative legal research of the process of merger and accession of economic organizations today seems necessary and actual. It is distinguished, general and distinctive qualifying signs of merger and accession of economic organizations, which will be used to improve the concepts provided to these processes. It is substantiated that mergers and accessions are independent forms of reorganization of economic organizations. The comparative legal analysis of legislation of Ukraine with the legislation of the EU, the Member States of the EU (Belgium, Germany, France), Great Britain and the USA on the issues of reorganization in the form of merger and accession is provided and the following main conclusions are made: in the legislation of the EU and in the legislation of the EU Member States there are two ways of merging: (1) “merger by acquisition”/ “merger to an existing company” and (2) “merger by the formation of a new company”/ “merger to a new company”, which in its essence corresponds to such domestic forms of reorganization as “accession” and “merger”, accordingly; in the legislation of the EU, Great Britain, as well as EU member states, such a category as “accession” is not allocated as an independent legal form of reorganization of the company, but is considered as a kind of “merger” category; in US Law, merger processes of two or more corporations are indicated by terms such as “merger” and “consolidation”; US Tax Law applies the concept of “corporate reorganization”, which has 7 types of reorganizations (A-G), among which there are one of the types – a type A “statutory merger or consolidation”, which in its essence corresponds to the processes of merger and accession, which is inherent in domestic legislation; in the legislation of foreign countries, the concepts of “merger”, “consolidation”, “amalgamation”, “acquisition”, “takeover” are similar to each other; in economic essence relate to the forms of business consolidation; act as an instrument to increase the competitiveness of the company; from a legal point of view differ from each other – according to the procedure; in the legislation and practice of foreign countries, the variety of processes such as “merger”, “consolidation”, “amalgamation”, “acquisition”, “takeover” is covered by a single economic and legal phenomenon, as “Merger and Acquisition” or M&A, which by the legal nature of the concluded agreements is much wider than such domestic forms of reorganization of economic organizations as “merger” and “accession” and is not always accompanied by the implementation of reorganization process

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Rozprawy doktorskie na temat "Consolidation and merger of corporations – law and legislation – cases"

Zwane, Bhangase Patrick Mzabalazo. ""A Critical and comparative analysis of the public interest case law jurisprudence of the competition tribunal of South Africa on large and notifiable mergers, since the enactment of the competition act no.89 of 1998(as amended)"". Thesis, University of the Witwatersrand, Johannesburg, 2007. http://hdl.handle.net/10539/20552.

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Theses
The Competition Act no.89 of 1998 coupled with its amendments ushered in a new era in the competition analysis and merger approval process in South Africa. This research paper's purpose is to intimately explore the emergent doctrine of "public interest" institutionalized in this new dispensation of competition legislation. In particular this report places under the spotlight the treatment of public issues in case law jurisprudence as developed in the consideration and determination of large and notifiable mergers under the auspices of the competition tribunal of the Republic of South Africa since the inception of the said new legislative order. The efficacy of the determination of socio-political issues and pure competitive efficiency issues separately but under and by the same entity are also examined. The contrast between the South African approach to the application of the doctrine of the public interest and that of some other competition jurisdictions abroad is also explored.

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Mawire, Patrick N. "The tax implications of a private equity buy-out : a case study of the Brait-Shoprite buy-out". Thesis, Nelson Mandela Metropolitan University, 2008. http://hdl.handle.net/10948/803.

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This treatise examines the history of private equity as a context in which to understand its role in the economy and specifically, the background for the high profile leveraged buy-outs that have been entered into in the past year. The treatise then focuses specifically on the Brait-Shoprite buy-out, examining its structure and the tax implications. The treatise then reviews the reaction of the South African Revenue Authority (“SARS”) to the buy-out and evaluates whether it was the best approach that could have been taken under the circumstances. As a result of the research, the following conclusions have been reached: Private equity transactions Private equity transactions have a role to play in the business world despite the apprehensions of tax authorities. The perception that these transactions are tax driven as part of an avoidance scheme is not justified. Structure of the Shoprite buy-out transaction: The Shoprite buy-out transaction was structured to obtain deduction for interest. The transaction was also structured to utilise the relief provisions of Part II of Chapter II (Special Provisions Relating to Companies) of the Income Tax Act no.58 of 1962, as amended (“the Act”). The relief was for capital gains tax (“CGT”) on disposal of the Shoprite assets. Finally, the transaction was designed to allow the existing shareholders to exit their investments free of Secondary Tax on Companies (“STC”). The reaction of SARS to the Shoprite buy-out transaction Whereas SARS may have been justified in questioning the structure and its impact on fiscal revenue, the response in the form of withdrawing STC relief from amalgamation transactions in section 44 was not in the best interest of a stable tax system and the majority of tax payers who are not misusing or abusing loopholes in the income tax legislation. It may have been possible for SARS to attack the structure based on the General Anti-Avoidance Rule (GAAR) in part IIA of the Chapter III of the Act.

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Hanisch, Alexandra. "The use of defensive measures in hostile takeovers : a comparative study of takeover regulation in the US, the UK, Canada, the EU and Germany". Thesis, McGill University, 2002. http://digitool.Library.McGill.CA:80/R/?func=dbin-jump-full&object_id=78216.

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This Master's Thesis is a comparative study of the regulation of defensive measures in hostile takeovers. It consists of two main parts: In the first, the subject is approached from a theoretical point of view. The relevant factors for the regulation of defensive measures are outlined and analysed, followed by a discussion of the different ways of drafting such rules. This part concludes with a proposition concerning the most favourable form and content of a regulation. The second part describes hostile takeover regulation in the US, the UK, Canada, the EU and Germany, showing the diversity in that field of regulation in practice and the underlying reasons. It highlights and assesses the characteristics of each country and its regulation in the light of the considerations made in the first part, and provides an outlook concerning the future development of the regulation of defensive measures in hostile takeovers.

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Cai, Wei, i 蔡伟. "The mandatory bid rule, hostile takeovers and takeover defences in China". Thesis, The University of Hong Kong (Pokfulam, Hong Kong), 2011. http://hub.hku.hk/bib/B46968398.

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Zhang, Lusong, i 張露松. "Regulation of foreign mergers and acquisitions involving listed companies in the People's Republic of China". Thesis, The University of Hong Kong (Pokfulam, Hong Kong), 2006. http://hub.hku.hk/bib/B37190507.

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Ge, Jun Wei. "Implication of Merger and Acquisitions by foreign investors in national security in China". Thesis, University of Macau, 2008. http://umaclib3.umac.mo/record=b1944049.

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Foerderer, Jens Peter. "An unclean deal : why the European Commission was right to block GE-Honeywell". Thesis, McGill University, 2002. http://digitool.Library.McGill.CA:80/R/?func=dbin-jump-full&object_id=78213.

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When the European Commission ultimately blocked the merger between American giant General Electrics and Honeywell in July 2001, this decision triggered a firestorm of criticism. Not only had the Commission just stopped a purely American transaction for the first time since the enactment of European Merger Regulation, but it also contradicted its American Counterpart, the US Department of Justice: The Americans had cleared the deal several months earlier.
In spite of constant cooperative efforts during the investigation, the two antitrust agencies could not reach a common position. When scholars and officials tried to find reasons for the divergence between the American and European decisions, they often criticized the Commission's general approach of focusing on competitors rather than on consumers. They further claimed that the Commission had used dubious economic models to block the merger.
This thesis tries to reinstate the reputation of the European Commission as a professional antitrust institution. The criticisms often left the impression that the Task Force of the Directorate-General for Competition of the European Commission constituted a politically-orientated, rather than economic and legally-orientated, organ. It will be shown that this is actually not the case.
After having analyzed the Commission's decision in detail, and revealing both the strengths and weaknesses of its findings, the thesis will demonstrate that most of the criticisms have to be rejected, and that the Commission had a legal and economic basis in blocking the GE-Honeywell merger.

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Spree, Wolfgang. "The transfer of undertakings with specific reference to the transfer of insolvent undertakings - an evolution of the South African law". Thesis, Link to the online version, 2007. http://hdl.handle.net/10019/404.

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Petrova, Elena V. "Regulation of takeover bids in Ontario". Thesis, McGill University, 2001. http://digitool.Library.McGill.CA:80/R/?func=dbin-jump-full&object_id=33059.

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Takeovers play an important role in the economy as they serve to reallocate economic resources to more efficient uses and replace inefficient management. Unregulated takeover bids pose a threat to the interests of the target company shareholders. The legislature pays special attention to takeover bids to make sure that the bona fide interests of the target company shareholders are duly protected. This is the primary purpose of the takeover bid regulation in Ontario. The regulation is also aimed at ensuring the horizontal equity among target shareholders and the efficient functioning of the capital market. This thesis analyzes the present regulation of takeover bids in Ontario and argues that while the whole system of takeover bid regulation is consistent with the proclaimed purposes, there are two issues that fall out of the coherent structure. The restriction on free transferability of shares and the adoption by boards of directors of shareholder rights plans do not enhance the protection of target company shareholders and do not correspond to the proclaimed purposes.

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Li, Jing, i 李靜. "China's antitrust measures on foreign mergers and acquisitions". Thesis, The University of Hong Kong (Pokfulam, Hong Kong), 2008. http://hub.hku.hk/bib/B40203578.

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Książki na temat "Consolidation and merger of corporations – law and legislation – cases"

Noë, Steven. Directory of EU case law on merger control: "the merger brick". Alphen aan den Rijn, The Netherlands: Kluwer Law International, 2012.

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Carney, William J. Mergers and acquisitions: Cases and materials. New York, N.Y: Foundation Press, 2000.

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Carney, William J. Mergers and acquisitions: Cases and materials. Wyd. 2. New York, NY: Foundation Press, 2007.

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Whish, Richard. Merger cases in the real world: A study of merger control procedures. Paris: Organisation for Economic Co-operation and Development, 1994.

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Letsou, Peter V. Cases and materials on corporate mergers and acquisitions. New York, NY: Aspen, 2006.

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Carney, William J. Mergers and acquisitions: Cases and materials. Wyd. 3. New York, NY: Foundation Press Thomson/West, 2011.

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Oesterle, Dale A. The law of mergers and acquisitions. Wyd. 3. St. Paul, MN: Thomson/West, 2005.

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Oesterle, Dale A. The law of mergers and acquisitions. St. Paul, Minn: West Group, 1999.

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Oesterle, Dale A. The law of mergers and acquisitions. Wyd. 2. St. Paul, MN: West Group, 2002.

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Oesterle, Dale A. The law of mergers and acquisitions. Wyd. 4. St. Paul, MN: Thomson/West, 2012.

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Części książek na temat "Consolidation and merger of corporations – law and legislation – cases"

Ioannis, Kokkoris. "Public Interest Assessment and the Surface Transportation Board (STB)". W Public Interest Considerations in US Merger Control. Oxford University Press, 2024. http://dx.doi.org/10.1093/law-ocl/9780192864451.003.0006.

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This chapter discusses the overlap in the jurisdictions of the Department of Justice (DOJ), the Federal Trade Commission (FTC), and the Surface Transportation Board (STB) on mergers and acquisition (M&A) transactions. The chapter discusses the relevant legislation for the railroad industry and the composition and process before the STB. It also discusses the enforcement record of the STB and the assessment of the public interest test in assessing M&A transactions in the sector, trying to identify areas of convergence and divergence with the FTC/DOJ. The chapter focuses on the consolidation in the railroad industry to exemplify the tensions created by this concurrent jurisdiction. The chapter claims that the public interest standard has been used to promote railway consolidation and to protect the industry from other forms of competition. It further notes that the competition concerns expressed by the antitrust authorities have repeatedly been ignored. The analysis of some seminal cases shows that the benefits of such consolidation as alleged by the merging parties usually go uncontested and that the courts are deferential to the decisions made by the regulator. The chapter concludes that the public interest standard has put the protection of competition in the railway sector at the discretion of the regulator.

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