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date: 16 June 2019

Abstract and Keywords

This chapter examines the regulatory issues that arise when there is an offer to acquire shares directly from one or more shareholders of a company such that control of that company shifts to the acquirer. It begins with a comparison between control shifts implemented by contract and corporate transactions which produce the same result. It identifies three principal areas where contract may need to be supplemented by takeover-specific rules arising out of the coordination costs of target shareholders, powers of target management, and agency costs of non-controlling shareholders. It then considers how takeover regulation could be fashioned so as to promote efficient and discourage inefficient transfers of control. The chapter concludes by focusing on the choices actually made in four countries: Japan, Germany, UK, and the United States.

Keywords: shares, shareholders, control shifts, coordination costs, centralized management, agency costs, regulation, wealth transfers, corporate law, takeovers

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