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Corporate Governance in ContextCorporations, States, and Markets in Europe, Japan, and the US$
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Klaus J. Hopt, Eddy Wymeersch, Hideki Kanda, and Harald Baum

Print publication date: 2005

Print ISBN-13: 9780199290703

Published to Oxford Scholarship Online: March 2012

DOI: 10.1093/acprof:oso/9780199290703.001.0001

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The Market for Corporate Control: The Legal Framework, Alternatives, and Policy Considerations

The Market for Corporate Control: The Legal Framework, Alternatives, and Policy Considerations

Chapter:
(p.420) (p.421) The Market for Corporate Control: The Legal Framework, Alternatives, and Policy Considerations
Source:
Corporate Governance in Context
Author(s):

Stefan Grundmann

Publisher:
Oxford University Press
DOI:10.1093/acprof:oso/9780199290703.003.0022

When the concept of a market for corporate control was developed, the core idea was that a potential new management entered into competition with the existing management of a public corporation. The instrument envisaged was mergers – in US American terminology – i.e., takeovers (as distinguished from mergers in the narrow sense negotiated by the managements of two corporations and then ratified by the shareholder meetings of both). Competition in the market for corporate control is then directly about the control position as managers of a (public) corporation. This chapter is organised as follows. Section II discusses takeover regulations. Section III focuses on the mechanisms which improve the possibility that management would be replaced within the organisational framework and normal decision-making process of the company, i.e., without ‘structural change’ from outside. Section IV considers the content of the control position of management and its limits.

Keywords:   corporate governance, corporate control, competition, takeover law

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