A Legal and Economic Assessment of European Takeover Regulation. CEPS Paperbacks. December 2012

Takeovers are one-off events, altering control and strategy within an organisation. But the chances of becoming the target of a bid, even where remote, daily influence corporate decision-making. Takeover rules are therefore central to company law and the balance of power among managers, shareholders and stakeholders alike. This study analyses the corporate governance drivers underpinning takeover bid regulations and assesses the implementation of the EU Directive on takeover bids and compares it with the legal framework of nine other major jurisdictions, including the US. It finds that similar rules have different effects depending on company-level and country-level characteristics and considers the use of modular legislation and optional provisions to cater for them.

Attributional analysis of rumour denials

Politicians do it, corporations do it, and defendants in court do it. Many social encounters involve denials of rumours or accusations of wrongdoing. However, denials are not always effective. Sometimes, denials lead to an even more negative evaluation of the target of the rumour (in other words, the denial 'boomerangs'). We argue that this is more likely to happen in situations where people only hear the denial and are not aware of the rumour. Denial in the absence of a rumour leads to uncertainty about the reasons for the denial and the audience attributes the denial to internal reasons ('there must be something wrong about you') instead of external masons ('you are just responding to false rumours'). We conducted two studies comparing conditions involving denial in the presence of a rumour (rumour + denial) versus denial in the absence of a rumour (denial only). Study 1 found greater uncertainty about the reasons for denial and negative evaluation of the rumour target in denial-only condition, confirming the boomerang effect. Study 2 replicated the boomerang effect. Further, as predicted, the denial was attributed more to internal rather than external causes in the denial-only condition. Finally, mediation analysis revealed that attributions underlie the boomerang effect.

10th Anniversary of Ladies' Home Journal takeover

General note: Title and date provided by Bettye Lane.

Estratégias defensivas em contexto nacional e comportamentos acionistas das empresas em situação de OPA

A compreensão do conceito de OPA é essencial de forma a entender o funcionamento das combinações empresariais. Esta dissertação tem dois objetivos. O primeiro objetivo tem a finalidade de perceber quais as estratégias defensivas mais eficazes em contexto de OPA. Foi através de um inquérito realizado a 192 empresas envolvidas em situação de OPA entre os anos 1991 e 2014. Através dos resultados das 14 respostas destaca-se que a Recompra de Ações é a estratégia defensiva mais utilizada, tanto em situações de defesas pré-proposta e pós-proposta. A defesa consegue evitar o sucesso, da proposta efetuada pela empresa adquirente, em mais de metade das situações em que é utilizada, tendo sido classificada como muito eficaz. 5 das operações foram de cariz hostil e 7 delas eram expectáveis pela Gestão. Em nenhuma das operações se verificou contraoperação e as áreas mais prejudicadas, pela iniciativa de OPA, foram as respeitantes ao tempo, Time-consuming, e estratégicas. O segundo objetivo tenta perceber o comportamento dos retornos médios anormais das empresas envolvidas numa OPA em face do respetivo anúncio preliminar. Seguiram-se as metodologias de Ball & Brown (1968) e Beaver (1968). Identificaram-se 100 operações compreendidas entre os anos 2000 e 2014. Através do resultado das 12 operações analisadas confirma-se que as empresas-alvo apresentam um retorno médio anormal superior ao das empresas adquirentes e que têm a tendência de acumular retornos médios anormais positivos, pelo contrário as empresas adquirentes têm a tendência de acumular retornos médios anormais negativos. Globalmente, as empresas reagem fortemente ao anúncio preliminar e apresentam uma tendência de ganho nos períodos circundantes e não-circundantes.

Vista Alegre: the decline of an historical company

A Work Project, presented as part of the requirements for the Award of a Masters Degree in Finance from the NOVA – School of Business and Economics

O direito de exoneração do acionista minoritário

This study specifically addresses the situation of minority shareholders after the transfer of control in an listed company. The various underlying interests and reasons that shareholders have for investing in a company can demonstrate shareholders’ reasoning for taking radically different positions on issues relating to the transfer of control of the referred company. This study analyses the current legal system in Portugal and in the European Union in order to assess whether, in the event of a takeover bid of a listed company where there is a transfer of control, minority shareholders have the same appraisal rights as other shareholders to sell their shares and leave the company. The study then examines the European Court of Justice decision on whether a general principle of equal treatment of minority shareholders exists upon a transfer of control (Audiolux) and the Portuguese Securities Market Commission decision regarding the delisting of Brisa - Autoestradas de Portugal, S.A. based on the principle of investor protection. The study concludes that although the principle of equality amongst shareholders has made progress in the European legal system e.g. it is laid down in Directive 2004/25/EC of 21 April 2004 on takeover bids and the Portuguese Securities Market Code, there is also a need for further improvement, which can be accomplished by allowing minority shareholders to exercise an appraisal right in similar unregulated situations.

Espírito Santo Saúde: The bidding war

This case study describes the current situation of Espírito Santo Saúde, which involved an eventful takeover process. The company initially went public on February 2014 and later that year, due to the financial situation of its holdings it had to be sold. The bidding war began in August 2014, after Ángeles announced the first offer. Other participants who also pitched bids include José de Mello Saúde, UnitedHealth and Fosun. Furthermore, the potential projects Espírito Santo Saúde was considering implementing prior to the sale and the current situation of the healthcare industry in Portugal, will also be analysed.

A decision- theoretic model for M&A sale processes

A Work Project, presented as part of the requirements for the Award of a Masters Double Degree in Economics and International Business from the NOVA – School of Business and Economics and Insper Instituto de Ensino e Pesquisa

O direito de exoneração do acionista minoritário

This study specifically addresses the situation of minority shareholders after the transfer of control in an listed company. The various underlying interests and reasons that shareholders have for investing in a company can demonstrate shareholders’ reasoning for taking radically different positions on issues relating to the transfer of control of the referred company. This study analyses the current legal system in Portugal and in the European Union in order to assess whether, in the event of a takeover bid of a listed company where there is a transfer of control, minority shareholders have the same appraisal rights as other shareholders to sell their shares and leave the company. The study then examines the European Court of Justice decision on whether a general principle of equal treatment of minority shareholders exists upon a transfer of control (Audiolux) and the Portuguese Securities Market Commission decision regarding the delisting of Brisa - Autoestradas de Portugal, S.A. based on the principle of investor protection. The study concludes that although the principle of equality amongst shareholders has made progress in the European legal system e.g. it is laid down in Directive 2004/25/EC of 21 April 2004 on takeover bids and the Portuguese Securities Market Code, there is also a need for further improvement, which can be accomplished by allowing minority shareholders to exercise an appraisal right in similar unregulated situations.

PT Multimedia

The purpose of the present case – and accompanying Teaching Notes – is to better understand the spin-off of PT Multimédia, by Portugal Telecom, after receiving a Public Takeover Offer from Sonaecom, in 2006. The Government and the Competition Authority had never looked in a serious way at PT’s dominant position and the lack of room for competition in the TMT sector – PT was the owner of both the cable and copper networks, having access to privileged information from its competitors with control over the wholesale and retail businesses. In 2006, the company received a takeover offer from Sonaecom, the TMT subsidiary from the Portuguese conglomerate Sonae. The offer was voted and rejected by a majority of PT shareholders, but the whole process triggered several recommendations from the regulatory bodies. As a result, PT divested its cable business with the spin-off of PT Multimédia, giving birth to a new competitor and a totally different landscape in the telecommunications sector in Portugal.

Portugal Telecom

This Masters Thesis aims to be used in class for teaching purposes. The primary objective of the case is to understand the way critical anti-takeover measures can be used in a hostile takeover environment. The case portrays not only all defensive tools used by PT against Sonaecom (conditioned by the Portuguese Securities Code) but also all major interactions with relevant stakeholders. Communication is positioned as a central tool to stakeholders’ interaction. As a consequence of that, students are supposed to comprehend how PT used this instrument to implement its defensive strategy. This Masters Thesis was written essentially from PT’s perspective but it also includes all available Sonacom’s public statements and data. It joins several different points of view (from PT’s CEO and top management to PT’s employees and labor unions). Therefore, it is not supposed to mach exactly to one’s perspective of Sonecom’s takeover attempt but instead to be an aggregate view of the case. The mains idea is to promote debate in order to create an interactive class environment among session’s attendants. Main areas developed in this Thesis are Mergers and Acquisitions, Corporate Communication and Corporate Governance. The case's recommended questions are in line with these areas. Suggested answers for these questions are balanced with some academic documentation that can be complemented with some in-class notes according to the session's objectives.

A Typology of Identity-Related Crime

Identification is ever more important in the online world, and identity-related crime is a growing problem related to this. This new category of crime is not restricted to high-profile instances of identity 'theft' or identity fraud; it is wide-ranging and complex, ranging from identity deletion to unlawful identity creation and identity 'theft'. Commonly accepted definitions are lacking, thus blurring available statistics, and policies to combat this new crime are piecemeal at best. To assess the real nature and magnitude of identity-related crime, and to be able to discuss how it can be combated, identity-related crime should be understood in all its aspects. As a first key step, this article introduces a typology of identity-related crime, consisting of conceptual, technical and legal categories, that can be used as a comprehensive framework for future research, countermeasures and policies related to identity related crime.

Managerial incentives for mergers

We study managerial incentives in a model where managers take notonly product market but also takeover decisions. We show that the optimalcontract includes an incentive to increase the firm's sales, under bothquantity and price competition. This result is in contrast to the previousliterature and hinges on the fact that with a more aggressive manager rivalfirms earn lower profits and are willing to sell out at a lower price. \\However, as a side--effect of such a contract, the manager might take overmore rivals than would be profitable.