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.

No description available.

This dissertation considers the reforms made to the liability rules in Australia�s prospectus laws during the 1990s. It traces the rewrite of the fundraising provisions at the end of the 1980s as part of the new Corporations Law through to the rewrite of those provisions at the end of the 1990s as part of the CLERP Act initiative. As the law in this area is not particularly well served by detailed judicial or academic analysis in Australia, the dissertation seeks to define the scope of the Australian liability regime by reference to case law analysis, a review of relevant theoretical considerations and comparative analysis with other key jurisdictions. The thesis of the dissertation is that many of the reforms were, particularly initially, misconceived in key respects because of a failure to apply appropriate theoretical underpinnings and to take account of the lessons that could have been learned from a comparative analysis with other key jurisdictions.

published_or_final_version / Law / Master / Doctor of Legal Studies

This dissertation considers the reforms made to the liability rules in Australia�s prospectus laws during the 1990s. It traces the rewrite of the fundraising provisions at the end of the 1980s as part of the new Corporations Law through to the rewrite of those provisions at the end of the 1990s as part of the CLERP Act initiative. As the law in this area is not particularly well served by detailed judicial or academic analysis in Australia, the dissertation seeks to define the scope of the Australian liability regime by reference to case law analysis, a review of relevant theoretical considerations and comparative analysis with other key jurisdictions. The thesis of the dissertation is that many of the reforms were, particularly initially, misconceived in key respects because of a failure to apply appropriate theoretical underpinnings and to take account of the lessons that could have been learned from a comparative analysis with other key jurisdictions.

The subject of sanctions and remedies against corporate officers for breaches of the provisions in the Corporations Law is an area of the law which has been largely neglected by the legislature. Although there have been several legislative reforms on remedies since the Corporations Law came into force, those reforms were ad hoc in nature and no attempt has been made to carry out a comprehensive review to assess the effectiveness of the existing sanctions and remedies in context of the needs of contemporary society. In consequence, there is increasing concern that the remedies employed in Australia for breaches of the Corporations Law are inadequate, inconsistent, out-dated and are confined within a narrow range. This thesis seeks to evaluate the current package of sanctions and remedies provided under Part 3.2 of the Corporations Law. As part of this exercise, comparative studies are made with the remedies of other jurisdictions. The provisions for sanctions in Part 3.2 are measured against parallel provisions in the Crimes Act of the Commonwealth and of New South Wales and Victoria. They are also measured against corresponding provisions in selected foreign jurisdictions. A further comparison is made between the traditional civil remedies under the common law and those in the Corporations Law. The evaluation of the sanctioning regime in Part 3.2 is made against the criteria appropriateness, adequacy, consistency and accessibility. This thesis discusses the need for a complete re-assessment of the penalty structure to bring the remedies in line with community expectations.

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.

No description available.

published_or_final_version / Law / Master / Master of Philosophy

published_or_final_version / abstract / Law / Doctoral / Doctor of Philosophy