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Takeovers play a critical role as an external corporate governance mechanism to ensure investor protection. There is a long-standing debate on whether the convergence of corporate governance to global standards can enable emerging economies to ensure investor protection. This paper aims to analyse the evolution of the takeover code, namely, Securities Exchange Board of India’s Substantial Acquisition of Shares and Takeovers (2011) in India from the lens of investor protection. It then compares the takeover provisions in India, the USA, the UK, Singapore and Australia to examine the extent of convergence and its implications for investor protection.

Using a cross-national comparative analysis of takeover mechanisms in common law countries, the study analyses the extent and relevance of convergence in form. The focus of the comparison is on regulations governing offer size, offer price, creeping acquisition and initial trigger limit for the mandatory open offer.

The findings suggest that certain provisions such as the initial trigger threshold for the mandatory offer and the offer prices of the Indian takeover code are converging with the standards in common law countries. However, the offer price determination based on market prices may not reflect true market value in an inefficient market like India. Other provisions such as creeping acquisition and offer size are not only diverging from the international standards but are also inconsistent with the key objective of investor protections of the Indian regulator.

Indian takeover regulation needs to converge to higher global standards to ensure adherence to improved investor protection. This needs to be done for the initial trigger limit for mandatory bid and offer prices, after accounting for the differences in institutional structure. The Indian regulators need to revisit provisions on the initial trigger, creeping acquisition to converge to the broader principle of investor protection.

This technical paper provides a comprehensive depiction of takeover mechanisms in an emerging economy context as a means of investor protection. Further using a comparative lens, it analyses the relevance of convergence of takeover laws. Thus, advances the theoretical knowledge of limited extant work on external corporate governance mechanism in an emerging economy context.

The purpose of this paper is to investigate the literature and statistical data on the Indian takeover code cum open offers market and break up the historical changes in takeover code into various phases for better understanding and decision making by mergers and acquisitions advisory, legal advisory, merchant bankers, investment bankers, business houses and academia.

The present study describes literature summary on takeover code and evaluates the growth phase of open offers through trend analysis with respect to amendments in Indian takeover code.

Since 14 years of takeover code presence in India, it evidences that there is an empirical support on growth phase in the open offers market.

The study is developed on the basis of Indian takeover regulations and Securities and Exchange Board of India takeover code to wake up the public shareholding and regulatory bodies, by better conveyance of historical review at one place.

This study is the first of its kind, dividing the complete history of Indian takeover code into various phases for review and identifying the gaps for future research. Further, the paper investigates and finds various untouched facts and variables in both literature and statistical data on open offers.

The purpose of this study is to examine the impact of the transposition of the EU directive that regulates M&As on cross-border deals. Acquirers of targets located in the European Union (EU) must comply not only with takeover rules set individually by member states but also with European Council Directives. The most significant of these Directives in the context of mergers and acquisitions (M&As) is the Takeover Bids Directive (TBD). The intent of the Directive is to ensure equal treatment for all companies launching takeover bids or that are subject to a change in control, providing minimum harmonization rules in view of creating a transparent environment for cross-border takeovers.

This study uses the event-study and difference-in-differences approaches.

Using a sample of 2,129 M&As conducted between 2000 and 2015, this paper finds positive acquisition synergy for acquirers targeting firms from countries with stronger investor protection rules compared to the average of the EU, but no evidence regarding cross-border deals. The results support the prediction that regulation makes countries diverge more depending on their ex ante level of investor protection.

This study examines the impact of the enactment of the TBD on announcement returns of M&As in the EU.

The purpose of this paper is to determine whether the Board Neutrality Rule and the primacy afforded to shareholders during takeovers is justified under common law and policy.

The paper provides a detailed assessment of the role play by the board neutrality rule and whether this is supported by takeover law and Company law. A review of case law and statutes is provided. The paper is largely analytical.

The paper finds little justification for the continued imposition of the Board Neutrality Rule.

The paper adds to the growing body of research literature which has analysed the role played by the Board Neutrality Rule during takeovers.

The purpose of this paper is to present various institutional laws that refer to mergers and acquisitions (M & As) in India and recommend a few guidelines for institutions and multinational managers participating in foreign investment and acquisition deals.

The study is intended to review, summarize and discuss the legal framework that adheres to M & As, takeovers and foreign investment.

Major observations from the comprehensive review include the fact that higher-valuation inbound deals have been delayed or have failed because of a weak financial infrastructure, erratic nature of government officials and political intervention, and the newly elected government has aimed to attract higher inflow of investments from other developed and emerging markets by easing investment rules and offering tax holidays.

This paper, indeed, reflects unseen empirical observation with regard to the characteristics of the market for acquisitions in the given country, which has been left to further research.

The comprehensive review of acquisition laws in India and recommendations would help prospective stakeholders, namely, policymakers, M & A advisors, legal consultants, investment bankers, multinational managers and private equity firms.

This study presents atypical work, which presents a review of M & A laws in India, and it recommends fruitful guidelines for institutions in general and managers in particular.

This paper investigates the relationship between a firm's susceptibility to a hostile takeover and investors' reactions to a seasoned equity offering (SEO).

The study applies ordinary least squares (OLS) with fixed effects regression analyses to a sample of 2,517 observations from US listed companies. Event study methodology was employed to capture market reactions to the announcement of newly issued stocks. To achieve cross-sectional analyses, time variations in takeover laws allowed us to perform the desired tests across two decades of data.

The results suggest that investors react positively to the announcement of an equity offering when the threat of hostile takeover is higher. The magnitude of positive stock market reactions varies over two decades due to time series variations in takeover laws. Furthermore, the findings show that a higher hostile takeover index (HTI) score reduces investors' concerns about the inefficient usage of proceeds in acquisitions.

The results demonstrate that the corporate takeover legal environment provides an important external governance mechanism through which investors' confidence increases during an SEO event. The study's empirical evidence implies that the extent of external disciplinary mechanism plays a significant role in reducing investors' uncertainty about the misuse of raised capital.

The exogenous fast-evolving legal environment surrounding the takeover market in the United Status allowed our study to bypass the endogeneity concerns in measuring governance strength. From the review of prior literature, this paper appears to be the first to use HTI scores to examine investors' reactions to a corporate announcement.

Drawing attention to the significant number of unsuccessful (abandoned) cross-border merger and acquisition (M&A) transactions in recent years, the purpose of this paper is to analyze three litigated cross-border inbound acquisitions that associated with an emerging economy – India, such as Vodafone-Hutchison and Bharti Airtel-MTN deals in the telecommunications industry, and Vedanta-Cairn India deal in the oil and gas exploration industry. The study intends to explore how do institutional and political environments in the host country affect the completion likelihood of cross-border acquisition negotiations.

Nested within the interdisciplinary framework, the study adopts a legitimate method in qualitative research, that is, case study method, and performs a unit of analysis and cross-case analysis of sample cases.

The critical analysis suggests that government officials’ erratic nature and ruling political party intervention have detrimental effects on the success of Indian-hosted cross-border deals with higher bid value, listed target firm, cash payment, and stronger government control in the target industry. The findings emerge from the cross-case analysis of sample cases contribute to the Lucas paradox – why does not capital flow from rich to poor countries and interdisciplinary M&A literature on the completion likelihood of international takeovers.

The findings have several implications for multinational managers who typically involve in cross-border negotiations. The causes and consequences of sample cases would help develop economy firms who intend to invest in emerging economies. The study also offers some implications of M&A for telecommunications and extractive industries.

Although a huge amount of extant research investigates why M&A fail to create value to the shareholders during the public announcement and post-merger stages, there is a significant dearth of research on the causes and consequences of delayed or abandoned national and international deals. The paper fills this knowledge gap by discussing an in-depth cross-case analysis of Indian-hosted cross-border acquisitions.

The purpose of this paper is to explore the possible use of arbitration in disputes involving claims against directors. It takes as its starting point a recent decision of the English Court of Appeal, Fulham Football Club [1987] Ltd v. Richards, in which the Court confirmed the enforceability of an arbitration agreement in proceedings where one of the defendants was the company chairman, and asks how far this case is representative of a general trend.

The methodology adopted is comparative, with particular but not exclusive reference to laws in the USA, the UK, France and Germany. The paper examines case law and literature in three intersecting areas. First, it notes the existence of distinctive approaches to corporate governance which broadly correspond to those of common law and civil law (outsider and insider) jurisdictions. Second, it reviews the relative significance in different jurisdictions of public and private law mechanisms for enforcing compliance with the rules designed to ensure good governance. Finally, to the extent that private enforcement is relevant, it explores how far intra‐corporate disputes are considered arbitrable in the selected jurisdictions.

It is apparent that the function performed by claims against directors in some jurisdictions – notably the USA and to a lesser extent the UK – is performed by other mechanisms elsewhere. In Germany, for example, actions for the annulment of company resolutions are a common form of intra‐corporate dispute. A trend towards the use of arbitration to resolve intra‐corporate disputes can be observed, but this may be limited to cases where there is a desire to preserve the relationship between the parties – which is frequently not the case where claims against directors are involved. Where that relationship is already damaged beyond repair, litigation may offer greater advantages.

There is, nevertheless, a lack of empirical data as to the actual use of arbitration – as compared to litigation – in intra‐corporate disputes in the jurisdictions under consideration.

The main value of this paper is thus to clarify the parameters of a field for further investigation.

Abandoned acquisitions represent a significant aspect of acquisition activity. Despite this, little analysis of aggregate abandoned acquisition activity has been conducted. This paper aims to address this gap by analysing trends in aggregate abandoned acquisitions.

This paper represents preliminary research on this topic, using descriptive statistics and correlation to identify trends in the data and propose tentative explanations for the changing patterns in abandoned acquisitions observed.

There has been a stepped decline in the number and rate of abandonment between the 1970s/1980s and the 2000s. Analysis of the trends suggests several reasons for this. Firstly, target management resistance has a major influence on abandonment. Changes in the Takeover Code relating to Put‐up or Shut‐up (PUSU) provisions have produced a decline in hostile bids since the 1990s, reducing the rate of abandonment. Secondly, the increasing proportion of cross‐border transactions in total UK activity may also contribute to the falling rate of abandonment.

The preliminary methods used to analyse the data are limited. However, the work has identified relationships between regulatory changes which make speculative bidding more costly, the decline in hostile bidding and a decline in the rate of abandonment. These explanations need to be analysed further with more rigorous testing of the proposed relationships.

This paper is the first to analyse aggregate abandoned acquisitions in the UK, proposing explanations for the trends in abandoned acquisitions since 1969.

The purpose of this paper is to systematically examine and organize the literature that has explored the effects of several environmental conditions (ECs) on mergers and acquisitions (M&As), in particular highlighting the increasing role of protectionism.

The systematic literature review methodology was applied for the purpose of identifying, analyzing and interrelating specific ECs that affect M&As, thereby underlining and elucidating the requisite role of protectionism. Specifically, this research is based on 51 methodically selected peer-reviewed articles published from 1991 to 2020.

The research summarizes and assesses the current state of relevant literature through comprehensive and coherent descriptive and thematic analysis. The proposed conceptual framework allows us to recognize the connections between M&As and external conditions, highlighting varying degrees of study and in-depth analysis across the different areas under consideration.

This study contributes to original and significant knowledge, by developing a conceptual framework that descriptively classifies existing knowledge; by defining refining and explicating the theoretical foundations for scholars to build on; by identifying the research gaps and proposing effective avenues for impactful further research; and by presenting practitioners and policymakers with a practical guide to implementation.