Thursday 3 December 2009 17.00

Venue: Said Business School Edmond Safra Lecture Theatre, Said Business School

Organised by Oxford Law Faculty in conjunction with Said Business School

Speaker: Professor Dirk Zetzsche (University of Dusseldorf)

Abstract: The key issue concerning shareholder transparency rules, and the related rules on acting in concert (Europe), or the voting group concept (U.S.) is enforcement. Rather than thinking about appropriate enforcement measures, jurisdictions such as the UK and Switzerland decided in favor of extensive disclosure rules. The current debate in the U.S., on the European and national level of some European jurisdictions is moving in the same direction. This paper examines a different option which is the better enforcement of existing transparency rules. In order to counter secret acquisition strategies, similar to antitrust leniency and “protected disclosure” (i.e. whistle blowing) rules, governments are best advised to assign a reward for disclosure. Under the incentive-based model presented here, the initial stock price reaction reflects the value of the information previously hidden from the market. The first participant of a scheme who discloses the holdings of all scheme participants is to be assigned the difference between the price of the target’s voting shares ex ante and ex post disclosure, calculated on the basis of the scheme members’ joint holdings of shares (Announcement Premium). Distinguishing between schemes based on the equity value of the parties involved (Equity Strategy) – commonly referred to as wolf packs - and schemes where an acquirer seeks to create a large stake based on derivatives (Service Strategy), assigning the Announcement Premium to the first entity disclosing the scheme’s holding and intentions is likely to counter Equity Strategies efficiently. Although not perfect, the announcement premium also renders the Service Strategy less likely.

Programme:

The Series is for Business School and Law Faculty staff and graduate students interested in the the intersection between law and finance, and also in most cases in law and economics as well. The format is 40 min from the speaker (with a paper/chapter available in advance) followed by discussion.

For more information on this event, please contact: Jennet Batten