Institutional complementarities and corporate governance: The case of hostile takeover attempts

2018 ◽  
Vol 27 (2) ◽  
pp. 82-97 ◽  
Author(s):  
Nan Zhou ◽  
Mauro F. Guillén
Keyword(s):  
Corporate Governance ◽  
Hostile Takeover

scholarly journals Shifting Paradigm? Long-Term Value Creation as a Normative Principle in a Hostile Takeover: Evidence from the Netherlands

2018 ◽  
Vol 4 (2) ◽  
pp. 91
Author(s):  
N.T. Pham T.L.M Verdoes ◽  
J. Nijland
Keyword(s):  
Corporate Governance ◽  
The Netherlands ◽  
Value Creation ◽  
Sustainable Growth ◽  
Hostile Takeover ◽  
Governance System ◽  
Business World ◽  
World Government ◽  
Short Termism

This article provides additional insight on the effectiveness of long-term value creation as a legally enforceable norm in the corporate governance system and provides a framework to anchor long-term value creation in takeover decisions. Since the 2008 financial crisis, a growing number of voices in the business world, government and academia, have urged Western economies to move towards a long-term sustainable growth agenda. Boards have a vital part to play in the development of responsible companies. Corporate governance should encourage boards to do so. This could be viewed as a reaction to the negative effects of capital markets and the resulting short-termism. One key method to encourage sustainable value creation in companies is by incorporating long-term value creation as an open norm in corporate governance systems. In the case of a hostile takeover, the risk of short-termism is exacerbated. As a guiding principle, long-term value (LTV) creation should prevent hostile takeovers that could harm the success of the company concerned. In this research paper, we argue that the recent shift in Dutch case law and revision of the Corporate Governance Code in the Netherlands may serve as an important catalyst for ‘sustainable’ takeover decisions. Through ground-breaking judgments by the Dutch Supreme Court and Enterprise Court, Cancun and Akzo Nobel, LTV has acquired the status of an enforceable norm. We investigated whether this legal norm is empirically substantiated. The research results allow us to make well-grounded statements about the effectiveness of enforcing LTV in future hostile takeover situations.

scholarly journals Did culture have an impact on Tunisian corporate governance system

2008 ◽  
Vol 5 (3) ◽  
pp. 471-481
Author(s):  
Fatma Wyeme Ben Mrad Douagi ◽  
Rim Boussaada
Keyword(s):  
Corporate Governance ◽  
Financial Market ◽  
Cultural Dimensions ◽  
Ownership Concentration ◽  
Hostile Takeover ◽  
Governance System ◽  
Corporate Governance System ◽  
Cultural Component ◽  
The Impact ◽  
Board System

Numerous research works on corporate governance have been undertaken while only few attentions have been devoted to the study of cultural component. The aim of this research is precisely to contribute to the necessary renewal of corporate governance by attempting to highlight some crucial features and issues related to the impact of culture on Tunisian corporate governance system. Based on cultural dimensions of Hofstede (1980), we try to identify the impact of culture on Tunisian corporate governance system. We argue that the characteristics of Tunisian corporate governance system such as ownership concentration, inactivity of hostile takeover market, one–tier board system, limited transparency of information and underdevelopment of financial market, reflect the Tunisian culture

scholarly journals Hostile takeovers as corporate governance: a legal analysis of tender offer and proxy contest in China and Malaysia

2014 ◽  
Vol 11 (4) ◽  
pp. 558-566 ◽  
Author(s):  
Hasani Mohd Ali
Keyword(s):  
Corporate Governance ◽  
Hostile Takeover ◽  
Legal Analysis ◽  
Hostile Takeovers ◽  
Tender Offer ◽  
Fair Competition ◽  
Legal Perspective ◽  
Proxy Contest

This paper will specifically analyse from a legal perspective the applicability of tender offer and proxy contest as the most frequently used techniques in hostile takeovers in China and Malaysia. The purpose is to evaluate the adequacy of the related regulation and governance in place for companies in both jurisdictions. This paper unfortunately found that both China and Malaysia have not particularly adopted tender offer technique since in practice most hostile takeover cases were completed through mandatory offers triggered by negotiated purchases. Likewise, the existing Chinese and Malaysian laws are not supportive enough to supervise proxy contest exercises. As a result, they are losing the advantages that both techniques may offer to enhance corporate governance and promote fair competition. Both jurisdictions should consider putting on adequate laws and practices to better regulate hostile takeovers

scholarly journals An anti-takeover strategy by limitation of voting rights: A model and a numerical approach

2018 ◽  
Vol 20 (1) ◽  
pp. 52-66 ◽  
Author(s):  
Bruno-Laurent Moschetto ◽  
Frédéric Teulon
Keyword(s):  
Corporate Governance ◽  
Listed Company ◽  
Hard Core ◽  
Voting Rights ◽  
Numerical Approach ◽  
Hostile Takeover ◽  
Minority Shareholders ◽  
Trade Off ◽  
Scale Down ◽  
Two Parameters

This study develops a new trade-off view of corporate governance from an examination of rules that limit voting rights as a defensive measure against a hostile takeover attempt. The theoretical framework concerns a listed company, the capital of which is mainly detained by atomistic shareholders and the power of which is in the hands of a minority shareholders, the hard core. The latter wants to block any hostile takeover and constructs a device based on two parameters allowing it to act on the limitation of the voting rights: a threshold and a scale-down coefficient.

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