Takeover Bids and Insider Trading

RESEARCH HANDBOOK ON INSIDER TRADING, Stephen Bainbridge, ed., Forthcoming

39 Pages Posted: 16 Sep 2012 Last revised: 26 Mar 2013

See all articles by Michael C. Schouten

Michael C. Schouten

University of Amsterdam, Faculty of Law; Amsterdam Centre for Law & Economics

Matthijs Nelemans

Tilburg Law School

Date Written: March 1, 2013

Abstract

This paper analyzes the law and economics of insider trading in the context of takeover bids, focusing on the European regulatory framework. We distinguish between trading by the bidder, by the target and by classical insiders and first address the issue of precisely when information about potential offers qualifies as inside information. Next, we address the prohibition on selectively sharing inside information with third parties, the prohibition on tipping and the obligation to make public disclosures. We then analyze the extent to which bidders are permitted to build a stake in the target prior to the offer and the prohibition on target companies and classical insiders to trade on information regarding a pending offer. Finally, we address reporting obligations in respect of share transactions by those who have access to inside information, showing that these obligations serve multiple purposes including facilitating enforcement of the prohibition on trading on inside information, improving informational efficiency of the stock market and notifying target management of pending takeovers.

Keywords: takeover bids, public offers, mergers and acquisitions, stakebuilding, insider trading, market abuse, securities fraud, securities regulation, financial markets

JEL Classification: G10, G14, G34, K14, K22, K42, N2

Suggested Citation

Schouten, Michael C. and Nelemans, Matthijs, Takeover Bids and Insider Trading (March 1, 2013). RESEARCH HANDBOOK ON INSIDER TRADING, Stephen Bainbridge, ed., Forthcoming , Available at SSRN: https://ssrn.com/abstract=2147360

Michael C. Schouten (Contact Author)

University of Amsterdam, Faculty of Law ( email )

Amsterdam, 1018 WB
Netherlands

Amsterdam Centre for Law & Economics ( email )

Roetersstraat 11
Amsterdam, 1018 WB
Netherlands

Matthijs Nelemans

Tilburg Law School ( email )

Tilburg, 5000 LE
Netherlands

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