Developed common-law jurisdictions have had better economic performance in comparison to continental European countries. An integral part of corporate risk management is defending against hostile takeover attempts. Hostile takeover activity is by majority represented in the countries with more widely dispersed share ownership, such as the United States and United Kingdom. One side suggests that ultimately corporate governance structures around the global economy will converge with the United States shareholder-oriented model.
This paper will focus on discussing whether the United States practices in mergers and acquisitions regarding hostile takeover defensive tactics have impacted the way regulators in Europe and Finland allow and apply similar takeover defense corporate governance mechanisms. The author will compare U.S. law and case law to the European Takeover Directive and later to the Finnish Limited Liability Companies Act and the Securities Markets Act. The research question is whether Finland as part of the EU is converging to the Anglo-American legal standard in terms of hostile takeover defense tactics.
The author finds that elements of U.S. corporate law has been transplanted to Finnish corporate laws and that similar tactics aimed at frustrating or defeating a hostile takeover can be used in Finland.
