Report of the High Level Group of Company Law Experts on Issues Related to Takeover Bids in the European Union

Winter, Jaap; Christensen, Jan Schans; García, José María Garrido; Hopt, Klaus J.; Rickford, Jonathan; Rossi, Guido; Simon, Jöelle

doi:10.2139/ssrn.315322

Cited by 40 publications

(17 citation statements)

References 0 publications

Supporting

Mentioning

Contrasting

Order By: Relevance

“…1þnþð1þaÞc @d ¼ Àn 0 ð1 þ aÞ 2 c ð1 þ n þ ð1 þ aÞcÞ 2 < 0: 30 Inspired not least by the final report of the high level group of company law experts (Winter et al, 2002), the promotion of the principle of proportional ownership has been a recurrent theme in the harmonization of the internal capital market within the EU. The Winter Report suggested the introduction of the muchdebated Break-Through rule, which, in short, stated that any owner of at least 75% of the cash flow rights shall have complete control of the corporation to facilitate takeovers of firms with a disproportional ownership structure.…”

Section: Policy Implicationsmentioning

confidence: 99%

Incentive and entrenchment effects in European ownership

Bennedsen

Nielsen

2010

Journal of Banking & Finance

139

100

View full text Add to dashboard Cite

Abstract:In a large sample of European firms we analyze the value discount associated with disproportional ownership structures first documented by Claessens et al (2002). Consistent with a theoretical model of incentives and entrenchment effects, we find higher value discount in family firms, in firms with low cash flow concentration, and in industries with higher amenity value. Furthermore, the discount is higher in countries with good investor protection and higher for dual class shares than for pyramids. We find no impact on operating performance, likelihood of bankruptcy, dividend policy, or growth. Finally, we discuss policy implications of these findings.JEL classifications: G30, G32, G34, and G38 Keywords Incentive and Entrenchment Effects in European OwnershipAbstract: In a large sample of European firms we analyze the value discount associated with disproportional ownership structures first documented by Claessens et al (2002). Consistent with a theoretical model of incentives and entrenchment effects, we find higher value discount in family firms, in firms with low cash flow concentration, and in industries with higher amenity value. Furthermore, the discount is higher in countries with good investor protection and higher for dual class shares than for pyramids. We find no impact on operating performance, likelihood of bankruptcy, dividend policy, or growth. Finally, we discuss policy implications of these findings.JEL classifications: G30, G32, G34, and G38

show abstract

Section: Policy Implicationsmentioning

confidence: 99%

Incentive and entrenchment effects in European ownership

Bennedsen

Nielsen

2010

Journal of Banking & Finance

139

100

View full text Add to dashboard Cite

show abstract

“…In particular, the number of articles per year has moved from 1 in 1996 to 12 in 2014, even if the majority of them has been issued after [2002][2003][2004][2005][2006][2007]. Indeed, in this observation window, the report on "takeover bid" (Winter et al, 2002), the study on the application of OSOV rule (Deminor Rating, 2005), and the two researches on the proportionality principle undertaken by the Institutional Shareholder Services (2007) and the OECD Steering Group on Corporate Governance (2007), have fueled the noteworthy commitment in understanding disproportional ownership devices. Therefore, our results witness that the academic interest has been driven by exogenous and pragmatic needs of policy-makers and practitioners.…”

Section: Discussionmentioning

confidence: 99%

Disproportional Ownership Devices: Reviewing the Last 25 Years of Research

Saggese

Sarto

2016

IJBM

View full text Add to dashboard Cite

The paper aims to systematize the literature on disproportional ownership devices by reviewing and classifying 148 articles published in international academic journals over the last 25 years. The findings show that the scholarly attention on disproportional ownership devices has grown over time. Most papers adopt the agency framework and examine the mechanisms for leveraging voting power and to lock-in control, especially in civil law countries. Corporate governance journals prevail as leading outlets, despite the lack of publications specialized on the topic. Finally, the literature systematization highlights a research taxonomy based on outcomes and drivers of disproportional ownership devices. The article has both theoretical and practical implications. First, it develops a literature framework that systematically outlines the main research streams on the topic and identifies under-explored issues so as to guide future scholarly efforts. Second, it highlights the implications of disproportional ownership devices for company outcomes and reporting. Thereby, on the one hand, it supports managers in selecting the appropriate combination of these mechanisms so as to attract and retain investors. On the other hand, it emphasizes the importance of proper policy making interventions to improve transparency, openness and competitiveness of financial markets.

show abstract

“…The current corporate governance legislation in the EU has mainly been shaped by the 2002 report of the High Level Group (Winter et al 2002). It has resulted in an action plan that was adopted by the EU Commission in 2004.…”

Section: Corporate Governance Regulation In the Eumentioning

confidence: 99%

“…The Winter Group explicitly acknowledges that pyramids and dual class shares serve the purpose of keeping control with little equity capital, but recommends that the breakthrough rule should not apply to pyramids because it was argued to be too complicated and expensive(Winter et al 2002) Bebchuk and Hart (2002). criticize that exempting pyramids the breakthrough rule may promote pyramid structures and affect existing corporate governance arrangements asymmetrically.…”

mentioning

confidence: 99%

Ownership structure, regulation and the market for corporate control in the EU banking sector

Köhler

2010

Eur J Law Econ

View full text Add to dashboard Cite

This paper analyzes the efficiency of shareholder control and hostile takeovers as corporate governance mechanisms in the EU banking sector against the background of the existing corporate governance regulations and different ownership structures of banks in the EU. The results indicate the there is trade-off in EU corporate governance regulation between better investor protection and a higher efficiency of the market for corporate control. The main problem is differences in the ownership structure of banks in the EU banking sector. This implies that EU corporate governance regulations should be customized to the specific ownership structure of banks and not toward harmonising national regulations.

show abstract

Report of the High Level Group of Company Law Experts on Issues Related to Takeover Bids in the European Union

Cited by 40 publications

References 0 publications

Incentive and entrenchment effects in European ownership

Incentive and entrenchment effects in European ownership

Disproportional Ownership Devices: Reviewing the Last 25 Years of Research

Ownership structure, regulation and the market for corporate control in the EU banking sector

Contact Info

Product

Resources

About