Browsing by Author "Pereira, Jorge Brito"
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- An ocean apart: the mandatory takeover rule in Brazil and in EuropePublication . Pereira, Jorge BritoThe common statement that there are two different regulatory systems concerning the mandatory takeover rule – the market rule system and the equal opportunity system – is, in practice, overly simplistic: facing the choice between freedom and strict regulation on whether the control premium should be proportionally shared with all non-controlling shareholders, some jurisdictions have adopted a hybrid solution. The Brazilian mandatory takeover rule (re)approved in 2001 is a good example. This paper will comprehensively analyse the Brazilian and European rules on mandatory takeover bids, using empirical data about the Brazilian markets and details of various cases that tested the limits of the existing regulation.
- Once bitten, twice shy – multiple voting shares in continental EuropePublication . Pereira, Jorge BritoOver the last decade, several jurisdictions in continental Europe have somewhat lifted regulatory restrictions on multiple voting shares (MVS), in the form of dual-class share structures and/or loyalty shares. Though more heterogenous than coherent, all such reforms have been overly conservative and fall short of allowing the legal freedom of jurisdictions such as the United States and United Kingdom. In a globalized environment of regulatory and stock-exchange competition, this approach may be difficult to understand. This paper explores the reasons for the common conservative approach, which appear to lie mostly in early 20th century experiences of multiple voting rights in countries such as France, Germany, and Italy. For comparative purposes, the paper also investigates the completely different experience of the United Kingdom, where a liberal MVS framework produced distinct outcomes.
- The dark triad: private benefits of control, voting caps and the mandatory takeover rulePublication . Pereira, Jorge Brito