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Systems of corporate law and securities regulation differ considerably amoung jurisdictions. This Article focuses on differences among rules that pertain to corporate takeovers. No jurisdiction's regulation of tender offers, however complex its terms, operates in a legal or economic vacuum. Thus, this Article begins by examining the institutional and economic factors that define the regulatory and transactional climate for tender offer regulation. These factors, in large part, explain why hostile takeover transactions occur in significant numbers in only relatively few countries. Section II surveys information describing the takeover environment in four of those countries- The United States, Great Britain, Candada, and Australia. Section III considers legal context in which takeover regulation is embedded in these countries and the restraints the legal system imposes on bidders and target management. The discussion then narrows to a comparison of the rules of these systems that pertain to specific issues in tender offer regulation. The Article concludes by considering the larger question of whether specific impacts on transactional activity can be traced to particular aspects of these regulatory systems.

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