Takeovers

This paper tests the hypothesis that irrational market misvaluation affects firms' takeover behavior. We employ two contemporaneous proxies for market misvaluation, pre-takeover book/price ratios and pre-takeover ratios of residual income model value to price. Misvaluation of bidders and targets influences the means of payment chosen, the mode of acquisition, the premia paid, target hostility to the offer, the likelihood of offer success, and bidder and target announcement period stock returns. The evidence is broadly supportive of the misvaluation hypothesis.

The competition reforms brought about by the Enterprise and Regulatory Reform Act 2013 have intentionally overlooked the uncertainties that still engulf ‘public interest mergers’ in the UK. The Secretary of State retains a residual power to propose new public interest exceptions and there is speculation of what form these new interests could take. This note alludes to some of the proposals for new public interest criteria and considers the implications of these on the future of UK merger control.

本論文嘗試利用國史館典藏之司法院、司法行政部等相關機關的一手資料，透過當時南京中央與臺灣往返之公文紀錄，以及當時各地方法院、地方檢察處等呈送之「年度政績比較表」等工作考核資料，考察當時法院接收的交接情形，探究接收時的具體運作過程。追溯政權移轉後，司法人事嬗遞、文化置換的變動軌跡，以瞭解當時臺灣接收的特殊性。期望能透過這樣的研究，追本溯源的瞭解戰後臺灣司法的轉型情形，並作為日後進行比較研究之基礎。

Takeover of Judicial System in Early Postwar Years (1945-1949):
Changes in Personnel, Language and Culture

Using related archives in Academia Historica, this article details the process involved in the takeover of judicial establishments, such as Judicial Yuan and Judicial Administrative Bureau, in the early postwar years. The archives examined include the first-hand records of document exchange between Nanking, the then capital of ROC, and Taiwan; in particular, performance-evaluation documents submitted to Nanking by courts and prosecutor offices of Taiwan. This article traces the changes in personnel and handovers of assets in Taiwan to explore the unique features of such takeover. It is expected that the analysis can shed light on the transformation of the Taiwanese judicial system in the aftermath of World War II and contribute to further comparative studies.

SEBI in its board meeting held on 19th November, 2014 has taken some major decisions related to Takeover, Insider Trading and Delisting regulations. These tough regulations will give SEBI much needed strength to tackle with wilful defaulters and wrong doers. Thus SEBI is taking firm steps to inch closer to fully safeguard the innocent small shareholders.
By- Mr. Pavan Kumar Vijay

SOMMARIO: 1. Premessa. – 2. Vicende della disciplina italiana delle offerte al pubblico. – 3. Le offerte pubbliche di strumenti finanziari nella c.d. mini-riforma delle società. – 4. Le offerte pubbliche di acquisto nella l. n. 149/1992. – 5. Le offerte pubbliche di acquisto e di scambio nel T.U.F. – 6. La Direttiva sulle offerte pubbliche di acquisto. – 7. Le disposizioni regolamentari. – 8. Acquisto del controllo e offerte pubbliche di acquisto.

ACQUISITION UNDER THE SECURITIES AND EXCHANGE BOARD OF INDIA [SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS] REGULATIONS, 2011- Nutshell on the SEBI Acquisition and Takeover Procedure in reference to the Case concerning the Acquisition of Jet Airways.

Parties to a merger or an acquisition may have their own ideas as to how the transaction is to be structured or carried out, or the rights and obligations of each party. However, in order for the transaction to be enforced or upheld in a court of law, thereby giving each party the assurance that the transaction itself would not be rendered immaterial, certain laws that are applicable to each transaction must be adhered to. In this chapter, we discuss the scope and applicability of some of these laws and the potential legal obstacles that may arise in course of mergers and acquisitions in India.

This paper looks at the developments of merger and takeover activity in relation to Kenya, especially with regard to the heightened activity that has been observed in the securities markets. The applicable laws are considered and set out in relation to the mergers and take-overs and some relevant examples are given. The paper concluded by stating the efficiency or otherwise of the rules and regulations.

This article examines the administrative takeover of Hà Nội as a Democratic Republic of Vietnam (DRV) state-making project in the immediate postwar period (1954–1960). This administrative takeover happened in two stages. First, the DRV “grafted” onto the existing structure to ensure that public administration continued to function. Later, the system was slowly transformed as Associated State of Vietnam (ASV) state employees were sidelined and replaced by the DRV’s own personnel. This article argues that the establishment of the DRV administration in Hà Nội, like other state-making projects that took place throughout the northern territory during the 1950s, was a complicated process that required deliberation, adjustment, and coercion.

This critical case study analyzes Michigan's implementation of Public Act 4 (PA4), also known as the emergency management (EM) takeover law. PA4 grants the state control of school districts with dire budgetary problems. As most U.S. school districts are citywide, PA4 gives the state direct control over all the (previously locally controlled) schools in Detroit. We use tenets from critical race theory (CRT) and components from critical policy analysis (CPA) and offer a critical race policy analysis (CRPA) to explore racial power and privilege enacted by PA4, imposed upon Detroit. Detroit and State Educational Takeover This critical case study analyzes Michigan's implementation of Public Act 4 (PA4) in 2011, also known as an emergency management (EM) takeover law

We explore Time-Phased Voting (“TPV”), an arrangement in which long-term shareholders receive more votes per share than short-term shareholders. TPV has gained prominence in recent years as a proposed remedy for perceived corporate myopia.

We begin with theory, situating TPV relative to other corporate voting structures such as one-share-one-vote and dual-class stock. By decreasing the influence of short-term shareholders, TPV may encourage managers to act in the long-term interests of their firms. It may also facilitate controlling shareholder diversification and firm equity issuances by enabling controlling shareholders, who are generally long-term shareholders, to maintain their control with lower levels of ownership. In this respect, it resembles a milder form of dual-class stock, but is more targeted toward myopic behavior.

We then investigate U.S. companies’ experiences with TPV in practice. Due to limited U.S. experience with TPV, our sample size is small from a statistical standpoint. Nevertheless, our findings are consistent with our theoretical analysis. Our ownership and voting data suggest that TPV empowers long-term shareholders, but that it does little to encourage long-term shareholding; this may be due to a lack of investor awareness regarding the few companies that have TPV. In the short term, TPV empowers insiders, increasing their control and creating a wedge between their ownership and control of the firm (though a smaller wedge than is typical of dual-class firms). However, in the long term we find that TPV is associated with reduced insider ownership and control. We see a transition in TPV companies, which are mainly mature, family-owned companies, from a concentrated to a more dispersed ownership structure. Relatedly, we find that TPV is associated with significant insider diversification and the issuance of additional equity.

Overall, TPV firms significantly outperformed the market as a whole; an investor who invested in our TPV firm index in 1980 would have more than six times as much money at the end of 2013 as an investor who invested in the S&P 500. While it is not clear that TPV contributed to this strong performance, we believe that shareholders and corporations should be free to experiment with reasonable TPV plans if they so choose.

The spread of the Covid-19 pandemic and the related containment measures have immediately affected the market: namely, through a significant decrease of the stock price of the largest listed companies, sometimes resulting in a real collapse.
It is not easy to predict how this crisis will evolve. Meanwhile, the present is already posing some remarkable challenges to the legal systems, by putting legal strategies and judicial standards to the test. Every jurisdiction is currently subject to unexpected and unexplored tensions; and the field of corporate law is no exception.
US takeover defenses and especially shareholder rights plans, colloquially known as «poison pills», are an example of this. During the first months of the crisis, a large number of public companies have suddenly adopted poison pills. The increase is exponential: since March 2020, at least 45 large companies have announced the adoption of shareholder rights plans. It is a remarkable figure, if we consider that only 25 among the S&P 500s featured active poison pills at the end of 2019.
This fact comes as no surprise. A general relationship between poison pills and times of crisis has already been proven. The current crisis clearly makes the case for such a relationship. In fact, the recent decrease of the stock price has left many corporations exposed to hostile takeovers: raiders could exploit a stock price which is not reflecting the actual value of the company. What’s more, shareholders might be induced to accept an unfair price. Because of the crisis, they might be experiencing a liquidity shortage and might be keen to accept an unfair bid, selling the shares at a low price.
Therefore, shielding the shareholders from this potential risk (by adopting a poison pill) could be a “natural” reaction of the boards. In this light, the decision might look sound and reasonable. Nevertheless, the conflict underlying the poison pills remains: under the guise of protecting shareholders, directors might deploy defensive tactics only to secure their position, whilst there is no actual risk of exploitation for stockholders. As a result, this kind of defensive measure would simply discourage bidders and correspondingly deprive shareholders of the potential advantages of a bid.
After the «takeover waves» of the 80s and 90s, Delaware courts – followed by other jurisdictions – found the balance between these two conflicting interests through a judicial standard based on the existence of the «threat» to the company and the «reasonableness» of the related reaction (under the form of a defensive tactic). In other words, the adoption of a poison pill without a threat or as an unreasonable reaction to it would result in a breach of directors’ fiduciary duties.
Unsurprisingly, the standard significantly affected the decisions on this defensive measure. In addition, the growing importance of proxy advisors and their general opposition to most defensive tactics made this practice rather unpopular and doomed it to a progressive oblivion.
In the face of the recent return of the poison pills, some questions arise: first of all, whether the adoption is justified and effective as a protection during the crisis; or the crisis is just an excuse for opportunistic decisions and for securing directors’ positions to the detriment of stockholders. On one hand, the long-lasting debate on the ability of takeovers to serve as an effective monitoring device and ultimately to increase the shareholder value has never died down. Skeptics point out that the setting and assumptions in this context are mainly fallacious. On the other, we reckon that in the weeks after the adoption of the new poison pills, the share price of those companies rose. This could be a mere mean-reverting effect. But we must also consider that these novel “crisis” pills feature some peculiar characteristics: they have a short duration and are mostly subject to shareholders’ approval.
Proxy advisors stay vigilant; but they seem to be not against it in principle. Nevertheless, the fundamental question remains whether the standard adopted by Delaware courts is suitable to curb abuses and speculations while protecting legitimate behaviours. We contend that the extraordinary context we are experiencing could well be considered as a threat under Delaware’s standard; but the reasonableness must be carefully assessed by examining the grounds for the adoption of the pill and its specific features – such as duration, triggering threshold and shareholders’ power to approve or disable it.

A ocultação de relações de concertação entre acionistas é suscetível de desencadear assimetrias de informação relativamente a sociedades cotadas, distorcendo os mecanismos de formação de preços e representando – se em causa estiver uma participação (conjunta) de controlo –, instrumento para apropriação de benefícios privados sem a correspondente sujeição ao dever de lançamento de oferta pública de aquisição.
O presente estudo toma como objeto de análise a resposta encontrada pelo legislador nacional para trazer à luz do dia situações de concertação que, de outra forma, permaneceriam ocultas, tentando demonstrar como, a partir da alteração do artigo 20.º do Código dos Valores Mobiliários, se procurou remover o primeiro e mais significativo obstáculo à publicitação de relações de atuação concertada, a saber, as evidentes dificuldades de prova da sua existência.

New evidence from acquisition decisions suggests that antitakeover provisions (ATPs) may increase firm value when internal corporate governance is sufficiently strong. We document that, in Germany, firms with stronger ATPs, and particularly supermajority provisions, are better ac-quirers. Managers of high-ATP firms create value in acquisitions by making governance-improving deals. They are more likely to engage in acquisitions that reduce their own entrenchment level and less likely to invest in declining industries. The empirical evidence is consistent with a short-termist interpretation. Takeover threats can induce myopic investment decisions, which ATPs can mitigate. They lead managers to engage more often in value-creating long-term and innovative investing, and increase a firm's sensitivity to investment opportunities. Our findings contribute to a growing literature challenging conventional wisdom that the agency-increasing effect of ATPs empirically dominates the myopia-eliminating effect, suggesting that a more contextual view of the value implications of ATPs is necessary.

ΠΡΟΣΚΛΗΣΗ

Διεθνές Συνέδριο Εταιρικού Δικαίου στο Πανεπιστήμιο Κύπρου
“Η Οδηγία για τις Διασυνοριακές Συγχωνεύσεις Εταιριών: Ενωσιακές Προοπτικές και Εθνικές Εμπειρίες”\“Cross-border Mergers Directive: EU perspectives and national experiences”

Non costituisce violazione delle regole di correttezza e di parità di trattamento, di cui agli artt. 103, comma 1, TUF, e 42, Regolamento emittenti, la condotta dell'offerente (o di persona che agisca di concerto con l'offerente), il quale, in pendenza di un'offerta pubblica di acquisizione, che preveda un corrispettivo in parte in denaro e in parte in strumenti finanziari, e di un'offerta concorrente, che preveda un corrispettivo esclusivamente in denaro, proceda all'acquisto dei titoli oggetto dell'offerta al di fuori del procedimento di offerta, dietro corrispettivo esclusivamente in denaro, purché nel rispetto delle condizioni previste dall'art. 44 del Regolamento emittenti. In particolare, l'art. 44, comma 8, Regolamento emittenti, nel vietare gli acquisti a prezzi superiori al corrispettivo più elevato delle offerte comunicate, presuppone la liceità di quelli effettuati a prezzi pari o inferiori, senza alcuna distinzione, incentrata sulla natura del corrispettivo. Non costituisce modificazione dell'offerta, ai sensi dell'art. 44, comma 4, Regolamento emittenti, l'incremento del corrispettivo, in sede di ultimo rilancio, mediante l'aggiunta di una componente in denaro al corrispettivo dell'offerta pubblica di scambio.

Mergers and acquisitions (M&A) have long attracted managers’ attention and have been researched in different perspectives and using different theories. In this study we grasp the wealth of extant research in the field of M&As. We conducted a bibliometric study of 635 articles on strategic management and international business research published in 34 highly ranked management journals between 1983 and 2012. We performed citation, co-citation and factor analyses to uncover the issues examined by scholars, the main theoretical approaches and themes researched. The results show a relative shift from economic and financial approaches to knowledge-based and organizational learning perspectives in recent years. There was also an evolution from assessing the performance of firms after an M&A to seeking an understanding of what may drive synergy creation after the integration process. Furthermore we observed an increasing interest in cross-border M&As. We discuss our findings, identifying gaps and suggesting paths for future research.

The purpose of this paper is to document and explain the allocation of takeover purchase price to identifiable intangible assets (IIAs), purchased goodwill, and/or target net tangible assets in an accounting environment unconstrained with respect to IIA accounting policy choice. Using a sample of Australian acquisitions during the unconstrained accounting environment from 1988 to 2004, we find the percentage allocation of purchase price to IIAs averaged 19.09%. The percentage allocation to IIAs is significantly positively related to return on assets and insignificantly related to leverage, contrary to opportunism. Efficiency suggests an explanation: profitable firms acquire and capitalise a higher percentage of IIAs in acquisitions. The target's investment opportunity set is significantly positively related to the percentage allocation to IIAs, consistent with information-signalling. The paper contributes to the accounting policy choice literature by showing how Australian firms make the one-off accounting policy choice in regards allocation of takeover purchase price (which is often a substantial dollar amount to) in an environment where accounting for IIAs was unconstrained.

A common perception in society is that shareholders can freely decide whether to accept a takeover bid on their shares or not. However, this is not correct, as shareholders suffer from pressure to tender under current takeover law in Belgium. This problem leads to both economic inefficiencies and unequal treatment of shareholders. This article proposes a change in statutory law to solve this problem, using insights from law and economics.

This article discusses takeover and corporate reorganization control in Brazil and the purpose behind the creation of the Brazilian Takeover Panel (CAF). The article aims analyze the effectiveness of the Takeover Panel in the United Kingdom and its inspiration to the Brazilian model. Additionally, the article examines the benefits of regulatory dualism, as evidenced by the Novo Mercado. The article evaluates the mandatory bid rule proposed by the CAF, the prohibition of statutory poison pills and support by the Brazilian Securities and Exchange Commission (CVM). The article presents studies and theories on how the CAF can engage participants, serve as a self-regulatory entity and provide equitable conditions in corporate transactions.

Recent commentary has suggested an increasing trend in delistings from the NZX, driven by offshore takeovers. However, some of that commentary has been driven by anecdotal evidence. In order to shed light on this discussion, we examine the extent and nature of delisting activity over the past 15 years. Our results indicate no increase in offshore takeovers, with well under half of the delistings in the sample period the result of foreign takeovers.

Takeover bids have been coming to the attention of the public due to the increase in mergers and acquisitions of publicly-owned companies. They have also become an increasingly important technique for making acquisitions in Turkey. After fifteen years of application, articles 14-17 of the Communiqué Serial IV No 8 were abolished and takeover bids are now regulated independently by the Communiqué Serial IV No 44. Despite the important changes Communiqué Serial IV No 44 brings in respect to takeover bids, it deliberately envisages fundamental system changes in mandatory takeover bids regime. It has been observed that the Communiqué Serial IV No 44 defines the terms such as 'persons acting in concert', 'takeover bid', and 'controlling the management'; it explicitly clarifies the fundamental principles in respect to takeover bids. The Communiqué increases the control threshold that requires a mandatory takeover bid from %25 shares and voting rights to %50 shares or voting rights. Furthermore, the Communiqué distinguishes 'exemptions from mandatory takeover bids' and the 'situations that mandatory bid obligation shall not arise'. It also establishes new provisions in respect to takeover bid prices and term periods.

This paper argues that endogenizing how acquirers finance their cash bids is just as important for understanding bidding in takeovers as endogenizing acquirers׳ payment method choice. The paper shows that acquirers finance their cash bids with equity only if they lack access to competitive financing. This leads to underbidding and lower takeover premiums. Conversely, acquirers with access to competitive financing use debt and overbid. Endogenizing the payment method reveals that security (e.g., stock) bids carry lower premiums than cash bids, backed by competitive financing. These insights find empirical support and could help explain existing evidence, which contradicts prior theory.

This exploratory study extends the analysis of narrative disclosures from routine reporting contexts such as annual reports and press releases to non-routine takeover documents where the financial consequences of narrative disclosures can be substantial. Rhetoric and argument in the form of impression management techniques in narrative disclosures are examined. Prior thematic content analysis methods for analysing good and bad news disclosures are adapted to the attacking and defensive themes in the defence documents of target companies subject to hostile takeover bids. The paper examines the incidence, extent and implications of impression management in ten hostile takeover defence documents issued by target companies listed on the London Stock Exchange between 1 January 2006 and 30 June 2008. Three impression management strategies – thematic, visual and rhetorical manipulation – are investigated using content analysis methodologies. The findings of the research indicate that thematic, visual and rhetorical manipulation is evident in hostile takeover defence documents. Attacking and defensive sentences were found to comprise the majority of the defence documents analysed. Such sentences exhibited varying degrees of visual and rhetorical emphasis, which served to award greater or lesser degrees of prominence to the information conveyed by target company management.

We explore Time-Phased Voting (“TPV”), an arrangement in which long-term shareholders receive more votes per share than short-term shareholders. TPV has gained prominence in recent years as a proposed remedy for perceived corporate myopia. We begin with theory, situating TPV relative to other corporate voting structures such as one-share-one-vote and dual-class stock. By decreasing the influence of short-term shareholders, TPV may encourage managers to act in the long-term interests of their firms. It may also facilitate controlling shareholder diversification and firm equity issuances by enabling controlling shareholders, who are generally long-term shareholders, to maintain their control with lower levels of ownership. In this respect, it resembles a milder form of dual-class stock, but is more targeted toward myopic behavior. We then investigate U.S. companies’ experiences with TPV in practice. Due to limited U.S. experience with TPV, our sample size is small from a statistical s...

A superveniência de uma posição de controlo na estrutura accionista de uma sociedade aberta é susceptível de desencadear interesses conflituantes e antagónicos, que embora dignos de tutela jurídica se revelam difíceis de conciliar. O intuito subjacente ao presente estudo assenta, por isso, na identificação dos interesses, por um lado, do adquirente de uma participação de controlo e, por outro, dos accionistas não titulares de idêntica posição de facto, procurando evidenciar os fundamentos ético-jurídicos que presidem à opção pela prevalência de um sobre os demais, em cada momento relevante.

This paper sheds the light on multiple models of takeover offers in the following jurisdictions, Australia, Malaysia, Singapore and the United Kingdom. The paper attempts to examine and investigate these models through a classical process of understanding the basic historical background and the facts about the different models of takeover offers. This study employs a qualitative research methodology in a form of comparative study in which the legislations in these jurisdictions including their guidelines and strategies surrounding these models were examined, in addition to the characteristics of each model over the others. In conclusion, it was observed that there is a great similarity between these models, more specifically between the Malaysian and Singaporean model on one hand, and the United Kingdom (UK) and the Australian models on the other.

In Australia, from 1988 to 2004, amortisation of purchased goodwill to the income statement over a maximum twenty year period was mandatory. By contrast, accounting for identifiable intangible assets was completely unregulated. There was an incentive for certain acquirers to allocate much of the takeover purchase price towards identifiable intangible assets and away from purchased goodwill, so as to avoid the mandatory goodwill amortisation. One reason for this opportunistic action may have been to maximise the payment of franked dividends under Australia's (then) newly introduced dividend imputation tax system. However, we find no significant association between the acquirer's pre-bid dividend payout ratio and the percentage of takeover purchase price later allocated towards identifiable intangible assets. The percentage allocation decision-with respect to takeover purchase price-does not appear to have been significantly influenced by a desire to maintain or increase the dividend payout ratio under imputation. None of

Cross-border acquisitions lead to significant improvements in shareholder rights and more dispersed ownership structures in a large sample of intra-European takeovers. This is evidence of corporate gov-ernance convergence toward the Anglo-Saxon system through cross-border takeovers. However, we find no support for the corporate governance motive hypothesis in cross-border acquisitions even after accounting for potential sample selectivity. Although acquirers have significantly better shareholder rights than their targets, there are no robust and significant marginal bidder wealth effects for firms that acquire either weaker or stronger governance foreign targets. Instead, bidder wealth effects in cross-border acquisitions are better explained by acculturation costs.

This article evaluates the provisions for information disclosure to employees contained in the UK Takeover Code, following the implementation of the Directive on Takeover Bids (2004/25/EC) in 2006 and further amendments resulting from the Kraft/Cadbury takeover in 2010, among other developments. It contrasts information and consultation (I&C) provisions across other EU Directives on employment relations and emphasizes that the Takeover Bids Directive restricts itself to information disclosure, allowing employees merely to append their opinion to the offeree board circular. Detailed analysis reveals that very few opinions have actually been given over the past twelve years (2006-17 inclusive), and of these almost one third complain about lack of information. These empirical findings highlight the weakness of the UK provisions, and the article concludes by proposing areas where further regulatory reform might strengthen I&C in the takeover process.

Despite the importance of profit forecasts to investors, little attention has been given so far to their publication, presentation and content.

The object of the paper is two-fold:

• Firstly, the paper examines disclosures in profit forecasts and in takeover documents from the perspective of rhetoric and argument to show how managements use accounting information to defend their own position and rebut the arguments of the other side. Persuasion in forecasts, and the verbal jousting and argument between bidder and target managements during contested bids, is considered.

• Secondly, the paper reproduces and discusses examples concerning disclosures in profit forecasts and in takeover documents. This is intended as useful precedent material for practitioners involved in preparing profit forecasts.

This paper reviews financial reporting in profit forecasts, based on a systematic analysis of the disclosure practices in 250 profit forecasts disclosed during 701 public company takeover bids in the UK in the 5 year period 1988 to 1992. There were 74 examples selected from the 250 forecasts to illustrate particular practices which are commented on and discussed in the text. The examples shown do not necessarily illustrate best practice. It is intended that they highlight the wide variety of disclosure-related issues to be taken into consideration in preparing a forecast for publication. It is hoped these examples will act as useful precedent material to be consulted by practitioners involved in preparing profit forecasts for publication in the future.

In selecting material to reproduce, there was particular emphasis on disclosures used by management for rhetorical purposes – to persuade shareholders or to attack the other side in the bid.

The research showed that there was some evidence of strategic information disclosures by management both in the accounting practices employed in preparing forecasts, in the variability of levels of disclosure and the choice of wording used in some disclosures. In particular, the choice of disclosure practices by management may be used to provide protection if the forecast is not subsequently achieved, thus serving management’s own self-interest.

The following recommendations are made to improve reporting practices:

• Specification of minimum levels of disclosure in forecasts would reduce the flexibility in reporting practices which would result in greater consistency between companies in forecast items disclosed.

• The role of the reporting accountants and financial advisors should be expanded to require them to consider and report on the objectivity and consistency of disclosures in takeover documents.

India and Afghanistan share a long history of cultural and social linkages. Postindependence relations between India and Afghanistan were complicated by various power dynamics in the region. After 2001 India managed to have an amicable relationship with the Afghan government. However, after the Taliban took over, the future of India in Afghanistan has become uncertain. This article aims to discuss the implications for India of the newly emerging geopolitical scenario in Afghanistan.

Some studies have provided evidence that dual class shares reduce firm market value. Other studies have shown that dual class shares are more common in countries where the proxies for private benefits of control are low. In this paper we explore whether the negative relation between firm market value and dual class shares can be explained by lower takeover probability. For family controlled firms, we find that both the hazard rate of takeover and firm market value decline with dual class shares and firm leverage. We conclude that families entrench themselves by using dual class shares and by manipulating firm capital structure and this translates into lower firm value. JEL Classification: G32; G34

This book presents the results of a study of workers' rights during company takeover situations in Europe. Takeovers are extremely important for workers because a change in ownership frequently leads to restructuring in the firm, including replacement of management, changed working conditions, increased work intensity and/or mass redundancies. It is therefore crucial that workers have strong rights to receive timely and full information about the planned takeover and to intervene at an early stage of the takeover process to protect their interests. The major conclusion of the book is that the EU Takeover Bids Directive needs to be revised, as it does not provide an adequate level of workers' rights in its current form. The study was carried out by the ETUI's GOODCORP network of academic and trade union experts on corporate governance and company law. The book includes case studies of takeovers as well as analyses of national legal frameworks regulating takeovers and of transversal issues related to takeovers. The book is the first in a new ETUI book series on workers' rights in company law.