CLF1034 | Takeover Regulation – Comparative Legal Frameworks

Global multinational companies have been the engine that has driven the global economy over many decades. They have, particularly in the last few decades, grown through acquisition and control of  public companies and so there has been, in the west particularly, an active legal and regulatory framework for the development of a market for corporate control.  Concomitantly, there is a substantial body of work on western (particularly Anglo American) takeover regulation and its role in and influence on the market for corporate control.

Big corporations in the emerging markets, particularly in Asia, have been active participants in global M&A in the last two decades, as their economies have gotten stronger.  Much of this has involved takeover of public companies.  However, particularly in India, there is little critical analysis of takeover regulation.
This course will seek to examine the market for corporate control, particularly through takeovers.  It will also, briefly look at other forms of corporate control like squeeze-outs.   There will be a detailed study of the English and the Indian code.   There will also be a brief analysis of the code in the US and other Asian jurisdictions in order to allow for a comparative analysis of the Indian regulations.

The course will delve into a detailed study of the takeover regulations with regard to how control is defined, exit rights of public shareholders in the form of the mandatory bid rule, the role and power of the board in the event of a takeover, popular takeover defences that might be legal or contractual (example poison pills and white knights), and the architecture for compliance and redressal.