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The Law of Corporate Finance: General Principles and EU Law Volume III: Funding, Exit, Takeovers

:	Petri Mäntysaari
:	The Law of Corporate Finance: General Principles and EU Law Volume III: Funding, Exit, Takeovers
:	Springer-Verlag
:	9783642030581
:	1
:	CHF 133.70
:

:	Steuern
:	English

:	594
:	Wasserzeichen/DRM
:	PC/MAC/eReader/Tablet
:	PDF

1.1 Cash Flow, Risk, Agency, Information, Investments The first volume dealt with the management of: cash flow (and the exchange of goods and services); risk; agency relationships; and information. The firm m- ages these aspects by legal tools and practices in the context of all commercial transactions. The second volume discussed investments. As voluntary contracts belong to the most important legal tools available to the firm, the second volume provided an - troduction to the general legal aspects of generic investment contracts and p- ment obligations. This volume discusses funding transactions, exit, and a particular category of decisions raising existential questions (business acquisitions). Transactions which can be regarded as funding transactions from the perspective of a firm raising the funding can be regarded as investment transactions from the perspective of an - vestor that provides the funding. Although the perspective chosen in this volume is that of a firm raising funding, this volume will simultaneously provide infor- tion about the legal aspects of many investment transactions. 1.2 Funding, Exit, Acquisitions Funding transactions are obviously an important way to manage cash flow. All - vestments will have to be funded in some way or another. The firm's funding mix will also influence risk in many ways. Funding. The most important way to raise funding is through retained profits and by using existing assets more efficiently. The firm can also borrow money from a bank, or issue debt, equity, or mezzanine securities to a small group of - vestors.

	Table of Contents	5
	1 Introduction	11
	1.1 Cash Flow, Risk, Agency, Information, Investments	11
	1.2 Funding, Exit, Acquisitions	11
	1.3 Financial Crisis	12
	2 Funding: Introduction	13
	2.1 General Remarks	13
	2.2 Separation of Investment and Funding Decisions?	13
	2.3 Forms of Funding, Funding Mix, Ancillary Services	15
	2.4 Legal Risks Inherent in Funding Transactions	23
	2.5 Particular Remarks on the Subprime Mortgage Crisis	27
	2.6 Funding Transactions and Community Law	29
	3 Reduction of External Funding Needs	30
	3.1 Introduction	30
	3.2 Retained Earnings	31
	3.3 Management of Capital Invested in Assets	31
	3.3.1 Introduction	31
	3.3.2 Excursion: IFRS and Derecognition	32
	3.3.3 Leasing	34
	3.3.4 Sale and Lease-back	44
	3.3.5 Repos and Securities Lending	48
	3.4 Management of Working Capital	48
	3.4.1 General Remarks	48
	3.4.2 Management of Accounts Payable	49
	3.4.3 Management of Accounts Receivable	53
	3.4.4 Particular Aspects of Securitisation	66
	3.4.5 Cash Management	79
	3.5 Excursion: Basel II	90
	4 Debt	92
	4.1 Introduction	92
	4.2 Management of Risk: General Remarks	96
	4.3 Particular Clauses in Loan Facility Agreements	107
	4.4 Prospectus	120
	4.5 Particular Remarks on Corporate Bonds	121
	4.6 Particular Remarks on Securities in the Money Market	128
	4.7 Particular Remarks on Syndicated Loans	134
	5 Equity and Shareholders’ Capital	140
	5.1 The Equity Technique, Different Perspectives	140
	5.2 Share-based Equity and Equity That Is Not Share-based	147
	5.3 The Legal Capital Regime	149
	5.4 The Legal Capital Regime Under EU Company Law	154
	5.5 Strategic Choices	167
	5.6 Legal Aspects of Equity Provided by Shareholders	172
	5.6.1 General Remarks	172
	5.6.2 General Legal Aspects of Shares in Legal Entities	172
	5.6.3 Shares in Partnerships	180
	5.6.4 Shares in Limited Partnerships	181
	5.6.5 Shares in Private Limited-liability Companies	182
	5.7 Private Placements	189
	5.8 Shares Admitted to Trading on a Regulated Market	192
	5.9 Listing and the Information Management Regime	194
	5.9.1 Introduction	194
	5.9.2 Listing Conditions	202
	5.9.3 Prospectus	208
	5.9.4 Periodic and Ongoing Disclosure Obligations	214
	5.9.5 Disclosure of Risk	216
	5.9.6 Disclosure of Corporate Governance Matters	217
	5.9.7 Prohibition of Market Abuse	218
	5.9.8 Enforcement	224
	5.9.9 Delisting	227
	5.10 Shares as a Source of Cash	231
	5.10.1 General Remarks	231
	5.10.2 Management of Risk	233
	5.10.3 Internal Corporate Action	243
	5.11 Shares as a Means of Payment	245
	5.11.1 Introduction	245
	5.11.2 Community Law: General Remarks	246
	5.11.3 Mergers and Share Exchanges	248
	5.11.4 Mergers and Company Law	253
	5.11.5 Share Exchanges and Company Law	265
	5.11.6 Share Exchanges and Securities Markets Law	269
	5.11.7 Fairness, Price, Existence of a Market	277
	5.12 Shares as a Means to Purchase Other Goods	287
	5.13 Share-based Executive Incentive Programmes	290
	6 Mezzanine	292
	6.1 Introduction	292
	6.2 Example: Venture Capital Transactions	298
	6.3 Loan-based Mezzanine Instruments	301
	6.3.1 General Remarks	301
	6.3.2 Structural Subordination of Debts	302
	6.3.3 Repayment Schedules as a Form of Subordination	302
	6.3.4 Statutory Subordination	303
	6.3.5 Contractual Subordination of Debts	303
	6.3.6 Contractual Subordination of Collateral	307
	6.3.7 Structural Subordination of Collateral	309
	6.3.8 Participation in Profits	309
	6.4 Share-based Mezzanine Instruments	311
	6.5 Profit-sharing Arrangements	315
	7 Chain Structures and Control	317
	7.1 General Remarks	317
	7.2 Examples of Cases	317
	7.3 Legal Risks	319
	7.3.1 Parent	319
	7.3.2 Companies Lower Down in the Chain	320
	8 Exit: Introduction	322
	8.1 General Remarks	322
	8.2 Exit from the Perspective of the Investor	323
	8.3 General Remarks on the Management of Risk	325
	8.3.1 Introduction	325
	8.3.2 Replacement Risk and Refinancing Risk	325
	8.3.3 Risks Relating to Ownership Structure and Control	327
	8.3.4 Counterparty Risks (Agency) in General	328
	8.3.5 Information and Reputational Risk	328
	9 Exit of Different Classes of Investors	331
	9.1 General Remarks	331
	9.2 Exit