Contemporary Studies in Corporate Law – serie

This monograph provides a comprehensive analysis of corporate opportunities doctrines from a comparative perspective. It looks at both common law and civil law rules and relies to a large extent on a law and economics approach. This book broadens the conventional view on corporate opportunities, a vital step in light of the adoption of corporate opportunities rules in civil law jurisdictions and in light of investors’ ever-changing strategies. This approach considers institutional complementarities and especially industrial complementarities. The book thus explores several jurisdictions and their economic and industrial environments, whilst also assessing the impact of globalisation onto legal reform. Furthermore, it analyses the problems related to the application of corporate opportunities rules to cross-border venture capital.In normative terms, the book advances one main stance, articulated in three points: first, it proposes different sanctions for undisclosed and disclosed misappropriations, supporting the core idea that sanctions should be set against disclosure and not authorisation. Secondly, it advances the idea that sanctions against undisclosed misappropriations should be more severe than the ones presently applied. Thirdly, it considers the possibility of a more flexible treatment of disclosed misappropriations.This study is positioned at the intersection of several fields, providing a lens into a much broader range of dynamics that will be of interest to a varied international readership, and offering a window into the broader institutional dynamics at work in centres of innovation (eg Silicon Valley and industrial districts in other jurisdictions). It is rooted in law and economics, but the emphasis is placed on how corporate opportunities rules fit within a broader set of institutional dynamics that affect innovation, industrial efficiency, and economic competitiveness.

This book offers a comprehensive examination of the issues surrounding corporate compliance.Should corporations comply with the spirit or the letter of the law? What role does compliance play in a capitalist market economy? Why is it that otherwise law-abiding citizens are willing to implement corporate compliance strategies that are seemingly at odds with their personal values? Dr Donovan responds to these questions and more, providing a persuasive argument for the legitimate role of spirited compliance within a market economy. In doing so, she employs the lens of classical liberal ideology, challenging the widespread view that technical compliance is simply ‘capitalism.’ In an examination that has relevance beyond the compliance arena, the author also explores how the architecture of the firm facilitates the often atypical compliance decisions that individuals make when acting within a corporate setting. The book draws on social psychology to offer important insights into how the often-elusive goal of corporate behavioural change can be achieved, for the benefit of both the market and society as a whole.Joint runner-up of the 2021 SLS Peter Birks Prize for Outstanding Legal Scholarship.

This book adopts a historical perspective to highlight, and bring back into focus, the key features of the modern company. A central argument in the book is that legal personhood attaching to an entity containing a corporate fund seeded by shareholders is a direct and inevitable consequence of limited liability and the company’s status as a separate legal entity from its shareholders. Management by a board subject to legal duties to the company as an entity that can exist in perpetuity facilitates a long term perspective by the board that can accommodate both shareholder and stakeholder interests. These defining characteristics differentiate the modern company from other business forms.The Making of the Modern Company applies a 21st-century lens to the corporation through its history to identify turning points in its development. It sets out how key features emerged in the course of two separate developmental cycles in English corporate law: first with the English East India Company in the 17th century, and then with general incorporation statutes in the 2nd half of the 19th century. The book's historical perspective highlights that the key features are part of the 'secret sauce' of modern companies. Each cycle coincided with unparalleled periods of economic success associated with corporate activityThis book will be of interest to corporate law and governance academics, theorists and practitioners, those who study the company from related disciplines, and anyone who questions why uncertainty still exists about the structure of a legal form that has been described as 'amongst mankind’s greatest inventions'.

This book explores the correlations of diversity and power in UK boardrooms and the difficulties inherent in truly merit-based appointments. From a distance, boardroom diversity is seen as a UK success story of recent years. A closer look at boardrooms reveals a more uncomfortable truth: boards can be split into tracks of power and diversity. Where there is a concentration in power, genuine diversity is much less prevalent.Using the FTSE 100, the book examines the appointment and retention of the most powerful positions in some of the world’s most powerful corporations. Diversity, merit and power are each defined and measured individually, then considered cumulatively, to provide fresh insights into the meaning of corporate power, who wields it and how it is obtained. This analysis is considered alongside the diversity narratives created by the FTSE 100 to frame their position on diversity. From this, the value of corporate ‘diversity speak’ is challenged, together with the regulatory requirements that result in its production.Those studying or practising corporate law or management and anyone with an interest in corporate power will find this in-depth assessment thought-provoking and informative. From the book’s original vantage point, suggestions are made as to how and why we might seek a more balanced distribution of power in the boardroom.

This book explores the correlations of diversity and power in UK boardrooms and the difficulties inherent in truly merit-based appointments. From a distance, boardroom diversity is seen as a UK success story of recent years. A closer look at boardrooms reveals a more uncomfortable truth: boards can be split into tracks of power and diversity. Where there is a concentration in power, genuine diversity is much less prevalent.Using the FTSE 100, the book examines the appointment and retention of the most powerful positions in some of the world’s most powerful corporations. Diversity, merit and power are each defined and measured individually, then considered cumulatively, to provide fresh insights into the meaning of corporate power, who wields it and how it is obtained. This analysis is considered alongside the diversity narratives created by the FTSE 100 to frame their position on diversity. From this, the value of corporate ‘diversity speak’ is challenged, together with the regulatory requirements that result in its production.Those studying or practising corporate law or management and anyone with an interest in corporate power will find this in-depth assessment thought-provoking and informative. From the book’s original vantage point, suggestions are made as to how and why we might seek a more balanced distribution of power in the boardroom.

This book offers a comprehensive examination of the issues surrounding corporate compliance.Should corporations comply with the spirit or the letter of the law? What role does compliance play in a capitalist market economy? Why is it that otherwise law-abiding citizens are willing to implement corporate compliance strategies that are seemingly at odds with their personal values? Dr Donovan responds to these questions and more, providing a persuasive argument for the legitimate role of spirited compliance within a market economy. In doing so, she employs the lens of classical liberal ideology, challenging the widespread view that technical compliance is simply ‘capitalism.’ In an examination that has relevance beyond the compliance arena, the author also explores how the architecture of the firm facilitates the often atypical compliance decisions that individuals make when acting within a corporate setting. The book draws on social psychology to offer important insights into how the often-elusive goal of corporate behavioural change can be achieved, for the benefit of both the market and society as a whole.Joint runner-up of the 2021 SLS Peter Birks Prize for Outstanding Legal Scholarship.

This book explores the regulatory challenges of public company shareholder activism.Around the world, policy makers, practitioners and academics debate how best to regulate shareholder activism. Using Australia as a case study, the book examines key issues raised by this debate. With a market structure and legal settings that are conducive to activism, Australia makes an ideal case study and provides a fresh comparative perspective on the regulatory debate about shareholder activism, which tends to be dominated by US-focused analysis and commentary.The book presents empirical evidence which reveals that Australian activism is a significant and multifaceted phenomenon, undertaken by different types of activists pursuing varying strategies and supported by a range of complementary market developments. The book uses this evidence to develop comparative insights and explore internationally topical issues, including:- activists’ willingness to use interventionist governance rights;- the role of intermediaries such as proxy advisers in facilitating activism;- institutional investor stewardship; and- the risks of collective shareholder activism.This book provides an important comparative perspective on the topic of shareholder activism. It is an essential resource for policy makers, practitioners and academics interested in the regulatory implications of shareholder activism.

This book explores the regulatory challenges of public company shareholder activism.Around the world, policy makers, practitioners and academics debate how best to regulate shareholder activism. Using Australia as a case study, the book examines key issues raised by this debate. With a market structure and legal settings that are conducive to activism, Australia makes an ideal case study and provides a fresh comparative perspective on the regulatory debate about shareholder activism, which tends to be dominated by US-focused analysis and commentary.The book presents empirical evidence which reveals that Australian activism is a significant and multifaceted phenomenon, undertaken by different types of activists pursuing varying strategies and supported by a range of complementary market developments. The book uses this evidence to develop comparative insights and explore internationally topical issues, including:- activists’ willingness to use interventionist governance rights;- the role of intermediaries such as proxy advisers in facilitating activism;- institutional investor stewardship; and- the risks of collective shareholder activism.This book provides an important comparative perspective on the topic of shareholder activism. It is an essential resource for policy makers, practitioners and academics interested in the regulatory implications of shareholder activism.

This book provides an in-depth analysis of 4 economically significant Asian jurisdictions: Mainland China, India, Hong Kong and Singapore. These jurisdictions have recently either reformed – or are considering reforming – their corporate restructuring laws to promote regimes conducive to restructuring financially distressed, but otherwise economically viable, companies. Mainland China, India, Hong Kong and Singapore continue to adhere to a framework that requires the court’s final approval but draw references from Chapter 11 of the Bankruptcy Code 1978 in the United States and/or the schemes of arrangement in the United Kingdom. However, the institutional and market structures are very different in Asia; in particular, Asia has a far higher concentration in shareholdings among listed firms, including holdings by families and the state, and a different composition of creditors. The book explains how, notwithstanding the legal transplantation, corporate restructuring laws in these Asian jurisdictions have adapted and evolved due to the frictions in shareholder-creditor and creditor-creditor relationships, and the role of the state in resolving non-performing loans and financial distress of state-owned enterprises which are listed, or which issue public debt. The study argues that any reforms must go beyond professionalising the insolvency professionals and the judiciary but must be designed to address fundamental issues of corporate governance, bank regulation and enforcing non-bankruptcy rules. It offers invaluable insights for academics and policy makers alike.

This book provides an in-depth analysis of 4 economically significant Asian jurisdictions: Mainland China, India, Hong Kong and Singapore. These jurisdictions have recently either reformed – or are considering reforming – their corporate restructuring laws to promote regimes conducive to restructuring financially distressed, but otherwise economically viable, companies. Mainland China, India, Hong Kong and Singapore continue to adhere to a framework that requires the court’s final approval but draw references from Chapter 11 of the Bankruptcy Code 1978 in the United States and/or the schemes of arrangement in the United Kingdom. However, the institutional and market structures are very different in Asia; in particular, Asia has a far higher concentration in shareholdings among listed firms, including holdings by families and the state, and a different composition of creditors. The book explains how, notwithstanding the legal transplantation, corporate restructuring laws in these Asian jurisdictions have adapted and evolved due to the frictions in shareholder-creditor and creditor-creditor relationships, and the role of the state in resolving non-performing loans and financial distress of state-owned enterprises which are listed, or which issue public debt. The study argues that any reforms must go beyond professionalising the insolvency professionals and the judiciary but must be designed to address fundamental issues of corporate governance, bank regulation and enforcing non-bankruptcy rules. It offers invaluable insights for academics and policy makers alike.

This monograph provides a comprehensive analysis of corporate opportunities doctrines from a comparative perspective. It looks at both common law and civil law rules and relies to a large extent on a law and economics approach. This book broadens the conventional view on corporate opportunities, a vital step in light of the adoption of corporate opportunities rules in civil law jurisdictions and in light of investors’ ever-changing strategies. This approach considers institutional complementarities and especially industrial complementarities. The book thus explores several jurisdictions and their economic and industrial environments, whilst also assessing the impact of globalisation onto legal reform. Furthermore, it analyses the problems related to the application of corporate opportunities rules to cross-border venture capital.In normative terms, the book advances one main stance, articulated in three points: first, it proposes different sanctions for undisclosed and disclosed misappropriations, supporting the core idea that sanctions should be set against disclosure and not authorisation. Secondly, it advances the idea that sanctions against undisclosed misappropriations should be more severe than the ones presently applied. Thirdly, it considers the possibility of a more flexible treatment of disclosed misappropriations.This study is positioned at the intersection of several fields, providing a lens into a much broader range of dynamics that will be of interest to a varied international readership, and offering a window into the broader institutional dynamics at work in centres of innovation (eg Silicon Valley and industrial districts in other jurisdictions). It is rooted in law and economics, but the emphasis is placed on how corporate opportunities rules fit within a broader set of institutional dynamics that affect innovation, industrial efficiency, and economic competitiveness.

This book brings together thought leadership from academia and leading figures in asset management in key global jurisdictions, to pool together insights regarding the transformative visions and challenges for modern investment management, as well as best practices that realise the policy objectives in regulation and soft law.The world of investment management is being challenged by new legal, regulatory and soft law developments to demonstrate that their practices cohere with the long-term needs of the saving population as well as public interest needs in financing global sustainability and social development. The chapters in this book uniquely bring together the views of academia and practice on the key developments that can transform the law and practice of investment management, including the EU’s new sustainable finance reform package, the UK Stewardship Code 2020, and developments in the US regarding the fit between fiduciary law for investment management and modern sustainability concerns.The book brings together the best of both worlds–critical thoughtful perspectives from academia and qualitative insight from the investment management industry. It will be of interest to researchers in law, investment management, business and management, practitioners in the investment management industry and their legal advisers, and policy-makers in the EU, UK and beyond who are grappling with the appropriate governance paradigms for bringing about more sustainable outcomes globally.

This book brings together thought leadership from academia and leading figures in asset management in key global jurisdictions, to pool together insights regarding the transformative visions and challenges for modern investment management, as well as best practices that realise the policy objectives in regulation and soft law.The world of investment management is being challenged by new legal, regulatory and soft law developments to demonstrate that their practices cohere with the long-term needs of the saving population as well as public interest needs in financing global sustainability and social development. The chapters in this book uniquely bring together the views of academia and practice on the key developments that can transform the law and practice of investment management, including the EU’s new sustainable finance reform package, the UK Stewardship Code 2020, and developments in the US regarding the fit between fiduciary law for investment management and modern sustainability concerns.The book brings together the best of both worlds–critical thoughtful perspectives from academia and qualitative insight from the investment management industry. It will be of interest to researchers in law, investment management, business and management, practitioners in the investment management industry and their legal advisers, and policy-makers in the EU, UK and beyond who are grappling with the appropriate governance paradigms for bringing about more sustainable outcomes globally.

This book adopts a historical perspective to highlight, and bring back into focus, the key features of the modern company. A central argument in the book is that legal personhood attaching to an entity containing a corporate fund seeded by shareholders is a direct and inevitable consequence of limited liability and the company’s status as a separate legal entity from its shareholders. Management by a board subject to legal duties to the company as an entity that can exist in perpetuity facilitates a long term perspective by the board that can accommodate both shareholder and stakeholder interests. These defining characteristics differentiate the modern company from other business forms.The Making of the Modern Company applies a 21st-century lens to the corporation through its history to identify turning points in its development. It sets out how key features emerged in the course of two separate developmental cycles in English corporate law: first with the English East India Company in the 17th century, and then with general incorporation statutes in the 2nd half of the 19th century. The book's historical perspective highlights that the key features are part of the 'secret sauce' of modern companies. Each cycle coincided with unparalleled periods of economic success associated with corporate activityThis book will be of interest to corporate law and governance academics, theorists and practitioners, those who study the company from related disciplines, and anyone who questions why uncertainty still exists about the structure of a legal form that has been described as 'amongst mankind’s greatest inventions'.

This book provides histories of company law, uniting a variety of approaches from law, business and management, economics, and history.What were the origins of company law? How did it begin? Why did it change? There is no single answer to these questions. Each discipline, and sub-discipline, has a different approach and method that brings different facets of study to the fore. This multidisciplinary endeavour is immensely valuable for debates taking place now among policy-makers in the UK and US about returning to historic modes of company regulation. The book brings together Anglo-American scholarship that will not only shed greater light on the history of company law but also influence contemporary debates about our ability to return to, or learn from, the past. Historical research has great value here because it not only generates new insights into the evolution of present legal rules, but also corrects misunderstandings and misapprehensions about them. The book shows how this body of law developed to become the rules with which we are now familiar. It showcases antecedents of present debates, reveals regulatory lessons from previous legal regimes, identifies instances of path dependency, unpicks pivotal legal events, and explains drivers for legal change. The chapters re-evaluate the history of company law, and the knowledge gathered here will inform the law-making and policy-making agenda.

This book provides histories of company law, uniting a variety of approaches from law, business and management, economics, and history.What were the origins of company law? How did it begin? Why did it change? There is no single answer to these questions. Each discipline, and sub-discipline, has a different approach and method that brings different facets of study to the fore. This multidisciplinary endeavour is immensely valuable for debates taking place now among policy-makers in the UK and US about returning to historic modes of company regulation. The book brings together Anglo-American scholarship that will not only shed greater light on the history of company law but also influence contemporary debates about our ability to return to, or learn from, the past. Historical research has great value here because it not only generates new insights into the evolution of present legal rules, but also corrects misunderstandings and misapprehensions about them. The book shows how this body of law developed to become the rules with which we are now familiar. It showcases antecedents of present debates, reveals regulatory lessons from previous legal regimes, identifies instances of path dependency, unpicks pivotal legal events, and explains drivers for legal change. The chapters re-evaluate the history of company law, and the knowledge gathered here will inform the law-making and policy-making agenda.

This book explores the evolution of the shareholder in post-war Britain within the context of changing legal, political, economic, and social conditions. It examines how the post-war transformation of the shareholder body influenced relationships amongst stakeholders, impacting corporate behaviour and the legal and political efforts to govern industry and financial markets.The book addresses a number of themes, including: 1) how the movements for democratisation influenced the treatment of shareholder interests and the calls for stakeholder representation; 2) how the rhetoric of change created a narrative that deflected from the lack of systemic legal reforms and protected the status quo; 3) how, in the post-war consensus environment, political positions on equity ownership de-radicalised, which proved unsustainable against a background of increasing political polarisation and industrial unrest; and 4) how the institutionalisation of the post-war shareholder body had profound effects on industry, the financial markets, and the economy.With these themes as a foundation, the evolutionary arch of the post-war shareholder is examined, focusing on developments that influenced the treatment and perception of shareholder and stakeholder interests, including nationalisations, shareholder democracy, corporate purpose, and industrial democracy.The book further considers how these post-war changes contribute to the post-1979 legal treatment of shareholder and stakeholder interests, including subsequent changes to the Companies Act and the development of corporate governance codes. Parallels to contemporary movements for stakeholder capitalism, corporate purpose, and ESG are drawn.The historical analysis of the post-war shareholder provides a framework for considering current questions on shareholder primacy and the demands for systemic legal reforms. These missed opportunities for meaningful changes to the treatment of shareholder interests in UK company law serve as useful precedents for evaluating subsequent periods.

This book explores the evolution of the shareholder in post-war Britain within the context of changing legal, political, economic, and social conditions. It examines how the post-war transformation of the shareholder body influenced relationships amongst stakeholders, impacting corporate behaviour and the legal and political efforts to govern industry and financial markets.The book addresses a number of themes, including: 1) how the movements for democratisation influenced the treatment of shareholder interests and the calls for stakeholder representation; 2) how the rhetoric of change created a narrative that deflected from the lack of systemic legal reforms and protected the status quo; 3) how, in the post-war consensus environment, political positions on equity ownership de-radicalised, which proved unsustainable against a background of increasing political polarisation and industrial unrest; and 4) how the institutionalisation of the post-war shareholder body had profound effects on industry, the financial markets, and the economy.With these themes as a foundation, the evolutionary arch of the post-war shareholder is examined, focusing on developments that influenced the treatment and perception of shareholder and stakeholder interests, including nationalisations, shareholder democracy, corporate purpose, and industrial democracy.The book further considers how these post-war changes contribute to the post-1979 legal treatment of shareholder and stakeholder interests, including subsequent changes to the Companies Act and the development of corporate governance codes. Parallels to contemporary movements for stakeholder capitalism, corporate purpose, and ESG are drawn.The historical analysis of the post-war shareholder provides a framework for considering current questions on shareholder primacy and the demands for systemic legal reforms. These missed opportunities for meaningful changes to the treatment of shareholder interests in UK company law serve as useful precedents for evaluating subsequent periods.

Challenge your understanding of corporate, securities, and financial law and regulation with this ground-breaking book.Featuring incisive research from preeminent scholars in the field, this seminal work interrogates long-standing assumptions and beliefs that have remained unexamined for decades.Taking a novel approach, the book serves as both a conceptual ‘deconstruction’ and a foundation for future research directions. Each chapter delves deep into the often-overlooked origins, mechanics and implications of outdated or misleading concepts (termed ‘fallacies’) that form the backbone of contemporary corporate and securities laws, financial regulations and related domains.Beyond simply identifying these fallacies, the authors illustrate the profound implications of recalibrating our analytic perspectives. By expanding the spectrum of inquiry and moving along multiple continuums – such as public to private, micro to macro, transactional to structural, individual to systemic, and static to dynamic – this volume underscores the transformative potential of re-envisioning the fundamentals of these fields. An essential read, this book promises to be a catalyst for change and a must-have for anyone committed to staying at the forefront of law and policy.

Challenge your understanding of corporate, securities, and financial law and regulation with this ground-breaking book.Featuring incisive research from preeminent scholars in the field, this seminal work interrogates long-standing assumptions and beliefs that have remained unexamined for decades.Taking a novel approach, the book serves as both a conceptual ‘deconstruction’ and a foundation for future research directions. Each chapter delves deep into the often-overlooked origins, mechanics and implications of outdated or misleading concepts (termed ‘fallacies’) that form the backbone of contemporary corporate and securities laws, financial regulations and related domains.Beyond simply identifying these fallacies, the authors illustrate the profound implications of recalibrating our analytic perspectives. By expanding the spectrum of inquiry and moving along multiple continuums – such as public to private, micro to macro, transactional to structural, individual to systemic, and static to dynamic – this volume underscores the transformative potential of re-envisioning the fundamentals of these fields. An essential read, this book promises to be a catalyst for change and a must-have for anyone committed to staying at the forefront of law and policy.

Many attempts have been made to reduce the harms caused by business and to make companies become socially responsible. This book approaches the subject from a new perspective arguing that reflexive law offers the best means to align the interests of large companies with those of society and that recent developments in European company law fit a reflexive model. A reflexive company law, rather than trying to directly regulate companies, aims to affect internal decision-making processes to make companies responsive to outside interests and prevent them from operating as closed systems singularly focused on shareholder value. In this vein, the EU has recently imposed new obligations on companies to develop corporate sustainability reporting and due diligence processes as part of its objective to create a climate-neutral and sustainable economy. This book presents an argument for how the ‘societal company’ – a company that has an internal culture of transnational responsibility to do no harm but that retains the autonomy necessary to be economically productive – can be established through reflexive law. The book will appeal to researchers, policy makers and lawyers interested in corporate sustainability, regulatory theory, company law and EU law.

This book surveys the main rules of Company Law governing the making of contracts with companies. It adopts an economic perspective, examining these rules in terms of the risks they apportion between companies and parties contracting with them. It reviews the use that has been made of economics in the analysis of Company Law and considers what guidance this can provide in analysing corporate contracting. The book then examines the relevant law and the issues raised by this law, covering the role of corporate constitutions as the source of the authority of corporate agents, the mechanisms of corporate activity and decision-making, the identification of corporate contracting parties, pre-incorporation contracts and other contracts with non-existent companies, the contractual power of a company's board, the protection of parties dealing with subordinate corporate agents and the regulation of contracts in which a director has a conflict of interest.

This text compares the corporate governance structures of the US quoted company and its European equivalent and the role which employees as non-shareholding stakeholders hold within those structures. It focuses on the incidents of ownership normally exercised by stakeholders and raises questions regarding different responses to the issue of mandated labour market regulation on both sides of the Atlantic. The text considers theoretical and practical issues raised in this context.

This book whether the promotion of corporate rescue is the best policy and goes on to examine the procedures which insolvent companies enter into.

"The Foundations and Anatomy of Shareholder Activism" examines the landscape of contemporary shareholder activism in the UK. The book focuses on minority shareholder activism in publicly listed companies. It argues that contemporary shareholder activism in the UK is dominated by two groups; one, the institutional shareholders whose shareholder activism is largely seen as a driving force for good corporate governance, and two, the hedge funds whose shareholder activism is based on value extraction and exit. The book provides a detailed examination of both types of shareholder activism, and discusses critically the nature of, motivations for and consequences following both types of shareholder activism. The book then locates both types of shareholder activism in the theory of the company and the fabric of company law, and argues that institutional shareholder activism based on exercising a voice at general meetings is well supported in theory and law. The call for institutions to engage in more informal forms of activism in the name of 'stewardship' may bring about challenges to the current patterns of activism that institutions engage in.The book argues, however, that a more cautious view of hedge fund activism and the pattern of value extraction and exit should be taken. More empirical evidence is likely to be necessary, however, to weigh up the long terms benefits and costs of hedge fund activism.

This book studies takeovers from the acquirer's perspective. More precisely the book focuses on the legal and regulatory treatment of the risks faced by the acquiring company shareholders in takeovers. The identified risks are categorised into two main groups: first, risks generated by managerial choices and second, regulatory or external risks. The analysis considers the legal context but also draws on the economic literature, seeking to map the area under consideration and to suggest measures to improve the present position from both a law and economics perspective. More specifically, the book examines various methods of protecting the acquiring shareholders against value-decreasing or self-interested acquisitions, such as the class transaction rules, fiduciary duties, the acquiring directors' responsibilities under the Takeover Code, the court scheme procedure, the role of institutional shareholders and reward strategies, and methods of making the acquiring directors more exposed to the discipline of the market. The effects of the choice of the medium of payment are also covered.In addition, it covers the Code's position with regard to auction situations and seeks to identify ways of addressing the acquiring shareholders' interests in auctions, including auctions where buyout teams or white Knights are involved. Moreover it identifies situations where deviations from horizontal equality rules, which increase takeover premia, are or should be recognised. To that effect the Code's rules on mandatory bids, the determination of the price and the form of payment offered, partial offers and squeeze outs are considered. In addition, it covers the Code's position with regards to auction situations and seeks to identify ways of addressing the acquiring shareholders' interests in auctions, including auctions where buyout teams or White Knights are involved. Moreover it identifies situations where deviations from horizontal equality rules, which increase takeover premia, are or should be recognised. To that effect the Code's rules on mandatory bids, the determination of the price and the form of payment offered, partial offers and squeeze outs are considered. The analysis covers both hostile and friendly situations.In relation to hostile takeovers, the legal and regulatory framework of toehold strategies is analysed (Code's requirements, Disclosure Rules and Companies Act disclosure requirements etc). Market Abuse issues in relation to stake building are also highlighted. In relation to friendly takeovers the operation of lock-up agreements and break fees (Code's requirements, fiduciary law, financial assistance and other contract law concerns), is also explored. Finally, the Panel's position on adverse changes, pre-conditions and conditions which the offer can be subject to and the bidder's exposure to Material Adverse Change risk are assessed. The book discusses developments in the area under consideration including the Takeover Code regime after the implementation of the Takeover Directive and the Companies Act 2006.