Analyze Hostile Take-over Bid from a Comparative Perspective [4]
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附件:Analyze Hostile Take-over from a Comparative Perspective.doc
关键词:Hostile Take-over Bid
e Hostile take-over legislation in U.S.
We can take a brief view of the American legislation to regulate the tender offer market of U.S.:
1) 《1968 Williams Act》:Due to the take-over of a company and the transfer of the control right play an important role to the shareholders’ interests. However, it hasn’t been restricted by the significant alteration procedure and regulation. In order to protect the shareholders’ interests of target companies in the tender offer, the U.S. congress carried out the《1968 Williams Act》as the amendment of the《U.S.
Securities and Exchange Act of 1934》, the security act modified the regulation of the take-over of the company substantively and procedurally. It is the earliest regulation enacts the information disclosure mechanism of American listed companies: the information disclosure system has become the 13(d)、(e) and 14(d)、(e)、(f) in the 1934 Securities and Exchange Act. For example: it makes detailed stipulation about the tender-offer through the stock exchange by the method of offer and acquisition. The purpose of the 《1968 Williams Act》is that the Act wants to narrow one of curbing through regulation the unregulated activities of tender offors in order to protect target company shareholders and investors in general by affording them adequate information to enable them to decide wisely how to react to a tender offer.
2)《Revised Model Business Commercial Act》: it furnishes the legal basis for the exemption of director’s liabilities in § 8.30. STANDARDS OF CONDUCT FOR DIRECTORS (c) 、(d) 、(e) , the provisions mentioned that the directors can trust some professional people such as lawyers and accountants when they are handling the issues out of their competency. At the same time, the provisions of the 《Revised Model Business Commercial Act》also provides the legal background for the exemption of director′s liabilities in their future activities.
3) The three core federal anti-trust laws: Hostile take-over can also be an issue regulated by anti-monopoly law in U.S. Sometimes an act of acquiring the company’s shares will play a dual role: it becomes a hostile take-over, which is regulated by the hostile take-over law; at the same time, it also will turn to a monopoly issue, which is regulated by anti-trust laws. Hence, U.S. enacts several important codes to regulate and supervise the merger of the company. 《1890 the Sherman Act》 as a“ comprehensive charter of economic liberty aimed at preserving free and unfettered competition as the rule of trade” . In 1914, Congress passed two additional anti-trust laws:《The Federal Trade Commission Act》which created the FTC, and《The Clayton Act》. With some revisions, they are the three core federal antitrust laws still in effect today.
1.3 Anti take-over approaches in U.S.
A. The federal and states legal framework
It exists an interesting phenomenon in the anti take-over issues in U.S. There is an obvious divergence between the theory and legislation. Scholars and legislators in U.S. academic community take 3 kinds of ideas: Supportive, neutral and opposite. The people who hold the supportive view think take-over of the company can promote the economic growth of U.S. company, on the other hand, they oppose the legislation to regulate the take-over of the company and take strongly opposite view to resist the anti take-over legislation. People who hold the neutral opinion think law should impose an adequate limit of the take-over
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