This article analyzes the judicial framework of the takeover bid regulation in Lithuania, identifies the obstacles to the more effective regulation and considers possible solutions. As laid down in the Directive 2004/25/EC of the European Parliament and the Council as well as in the Law on Securities of the Republic of Lithuania, if a natural or legal person acquires a specified percentage of voting rights in the company (the issuer), which gives him a certain degree of control of the (...) company, this person must announce and implement a mandatory takeover bid to protect the minority shareholder rights. The regulation process of takeover bids in Lithuania, however, encounters several obstacles in aiming to increase the protection of minority shareholders. The authors claim that the main problems preventing a more efficient takeover regulation are first, issues related to the counting rules of the voting rights and second, the lengthy process of implementing mandatory takeover bids (the implementation process could last up to six years). Finally, the definition of a fair price of the security presents another obstacle to a more efficient takeover regulation as well. The matter of a fair and reasonable price is the most important in emerging markets, such as Lithuania. (shrink)

This paper examines the dynamics of hostile takeovers as a form of corporate warfare. There are a number of compelling reasons for believing this to be an accurate approximation to corporate reality and therefore an appropriate analogy. In circumstances where it is all-too easy for either of the protagonists to act unethically, there is an evident need for an appropriate template through which to analyse and evaluate the ethical dilemmas that HT's inevitably raise —whilst also, where possible, employing its prescriptions (...) as a means of corporate conflict resolution. This paper evaluates just war theory as one such template. In seeking a conceptually adaptable framework for analysing, interpreting and articulating antagonistic behaviour during a HT, it became apparent in the course of the research that JWT provided a potentially useful and viable template within which to pursue the above. The research questions centre not necessarily on whether this template could in some way be a substitute for statutory and regulatory constraints on unethical conduct but, rather, whether it might better inform all stakeholders of the importance of ethically informed restraint in the interest of the greater good. (shrink)

Some take seriously the possibility of artificial intelligence (AI) takeover, where AI systems seize power in a way that leads to human disempowerment. Assessing the likelihood of takeover requires answering empirical questions about the future of AI technologies and the context in which AI will operate. In many cases, philosophers are poorly placed to answer these questions. However, some prior questions are more amenable to philosophical techniques. What does it mean to speak of AI empowerment and human disempowerment? (...) And what empirical claims must hold for the former to lead to the latter? In this paper, I address these questions, providing foundations for further evaluation of the likelihood of takeover. (shrink)

The recent takeover and merger trend cries out for ethical evaluation. This essay proposes a model for evaluating them in terms of their impact on a firm's immediate stakeholders: investors, owners, management and employees. Since mergers and takeovers are 'Transfers of Ownership of Firms' they entail a property ethic of ownership, control, securing stakeholder interests, and defining which stakeholders should exercise these rights. I use the model to evaluate two fictional cases, a friendly merger and a hostile takeover. (...) The results show that neither TOF serves all interests equitably. Since the control structure of the private firm is legitimized by its interest structure, I reason that both should be reformed. Both rest on a broader economic rationale; but it is controverted. Accordingly, the economic and ethical evaluation of TOFs, I conclude, both entail the democratic reform of the control structure of the firm. (shrink)

The recent takeover and merger trend cries out for ethical evaluation. This essay proposes a model for evaluating them in terms of their impact on a firm's immediate stakeholders: investors, owners, management and employees. Since mergers and takeovers are Transfers of Ownership of Firms (TOFs) they entail a property ethic of ownership, control, securing stakeholder interests, and defining which stakeholders should exercise these rights. I use the model to evaluate two fictional cases, a friendly merger and a hostile (...) class='Hi'>takeover. The results show that neither TOF serves all interests equitably. Since the control structure of the private firm is legitimized by its interest structure, I reason that both should be reformed. Both rest on a broader economic rationale; but it is controverted. Accordingly, the economic and ethical evaluation of TOFs, I conclude, both entail the democratic reform of the control structure of the firm.A corporation represents far more than its current stock price; it embodies obligations to employees, customers, suppliers and communities. (shrink)

During the last decade, there has been a wave of mergers and hostile takeovers throughout the corporate world. This wave has been accompanied by various defensive strategies of managers to defend target firms from these takeovers. These include: greenmail, golden parachutes, and leveraged management buyouts. This paper examines hostile takeovers and defenses against them from a stakeholder point of view; that is, from a consideration of the various obligations a firm has to the different groups that have a stake in (...) the firm. I conclude that many stakeholders, such as workers and communities, have unjustly suffered as a result of hostile takeovers and the associated defenses, and that their rights as stakeholders have been violated. Finally, I suggest some possible reforms to protect these stakeholders in the future. (shrink)

Introduction -- Nishida -- Nishitani -- Tanabe -- The Danish parallel -- Conclusion.

We can explain our intuitions about corporate takeover cases by appeal to Peter French's picture of the corporation as a moral person. He argues that corporations are persons in much the same sense as you and I, and are entitled to the same rights as humans. On this analysis, takeovers are murders, attempted murders, attempts to enslave, etc. I want to explore the consequences of this view for corporate takeovers. I shall argue that, though French can explain why our (...) moral intuitions seem to arise in response to some concern about the corporations themselves, his analysis commits us to the wrong intuitions in some cases. I shall then offer an account of these intuitions which focuses on the character of corporations. (shrink)

January 21, 2010 will go down as a dark day in the history of American democracy, and its decline. The editors of the New York Times did not exaggerate when they wrote that the Supreme Court decision that day "strikes at the heart of democracy" by having "paved the way for corporations to use their vast treasuries to overwhelm elections and intimidate elected officials into doing their bidding" -- more explicitly, for permitting corporate managers to do so, since current laws (...) permit them to spend shareholder money without consent. (shrink)

Borsboom et al. have written a trenchant critique of biological reductionism in psychopathology. After commenting on recent controversies concerning the network perspective, I discuss ways of integrating biology into the network enterprise.

Because religious piety induces individuals to be more honest and risk averse, it makes managers less likely to exploit shareholders, thereby mitigating the agency conflict and potentially influencing governance arrangements. We exploit the variation in religious piety across the U.S. counties and investigate the effect of religious piety on anti-takeover provisions. Our results show that religious piety substitutes for corporate governance in alleviating the agency conflict. Effective governance is less necessary for firm with strong religious piety. As a result, (...) religious piety leads to weaker governance, as indicated by more anti-takeover defenses. We exploit historical religious piety as far back as 1952 as our instrumental variable. Religious piety from the distant past is unlikely correlated with current corporate governance directly, except through contemporaneous religious piety. Our instrumental variable analysis, which is far less vulnerable to endogeneity, corroborates the conclusion. (shrink)

This study examines the effects of publication of financial statements, the risk of a takeover of the auditee and the auditee's financial position on auditors' willingness to allow material errors in financial statements in case of management pressure. The results show that all factors significantly influence auditors' willingness to allow errors in financial statements.

Conditional automated driving [level 3, Society of Automotive Engineers ] requires drivers to take over the vehicle when an automated system’s failure occurs or is about to leave its operational design domain. Two-stage warning systems, which warn drivers in two steps, can be a promising method to guide drivers in preparing for the takeover. However, the proper time intervals of two-stage warning systems that allow drivers with different personalities to prepare for the takeover remain unclear. This study explored (...) the optimal time intervals of two-stage warning systems with insights into the drivers’ neuroticism personality. A total of 32 drivers were distributed into two groups according to their self-ratings in neuroticism. Each driver experienced takeover under the two-stage warning systems with four time intervals. The takeover performance and subjective opinions for time intervals and situation awareness were recorded. The results showed that drivers in the 5-s time interval had the best takeover preparation. Furthermore, both the 5- and 7-s time intervals resulted in more rapid takeover reactions and were rated more appropriate and useful than the 3- and 9-s time intervals. In terms of personality, drivers with high neuroticism tended to take over immediately after receiving takeover messages, at the cost of SA deficiency. In contrast, drivers with low neuroticism responded safely by judging whether they gained enough SA. We concluded that the 5-s time interval was optimal for drivers in two-stage takeover warning systems. When considering personality, drivers with low neuroticism had no strict requirements for time intervals. However, the extended time intervals were favorable for drivers with high neuroticism in developing SA. The present findings have reference implications for designers and engineers to set the time intervals of two-stage warning systems according to the neuroticism personality of drivers. (shrink)

It is commonly presumed that abiotic membranes were colonized by proteins later on. Yet, hydrophobic peptides could have formed primordial protein‐dominated membranes on their own. In a metabolism‐first context, “autocatalytically closed” sets of statistical peptides could organize a self‐maintaining protometabolism, assisted by an unfolding set of ribotide‐related cofactors. Pairwise complementary ribotide cofactors may have formed docking guides for stochastic peptide formation, before replicating RNA emerged from this subset. Tidally recurring wet‐drying cycles and an early onset of photosynthetic activities are considered (...) most likely to meet the thermodynamic requirements. Conceivably, the earliest peptide‐dominated vesicles were engaged in light harvesting, together with isoprenoid‐tethered pigments, rather than providing an external boundary. Early on, the bulk of prebiotic organic matter can have formed a contiguous layer covering the mineral sediment, held in place by colloidal coherence of a hydrogel matrix. This unconventional scenario assumes a late onset of cellular individualization – perhaps from within, resembling endosporogenesis. (shrink)

Except for a small clutch of academic shark-defenders, everyone seems to know that hostile takeovers are wrong, destructive of people and industries, and damaging to the long-term competitiveness of corporate America. But analysis of the takeover process, absent insider trading, fails to identify any injury that is not replicated elsewhere in the business system. Current suggestions for remedying the situation seem inadequate, ill-fitted to the problem, or hostile to the entire capitalist system. Could it be that it is that (...) system as a whole, or the assumptions underlying it, that is at fault? (shrink)

The belief that science is “a driver of growth in the knowledge economy” has led in recent decades to increasing encouragement by government of the involvement of industry and of commerce in the sponsorship and direction of research in universities, and to the increasing influence of industrial representatives on advisory panels associated with the publicly funded scientific research councils. By extending the doctrine of commercial confidentiality into university laboratories, inconvenient findings have been suppressed, and both free endeavour and free speech (...) undermined. This has narrowed our scientific horizons and compromised government advisors. It is argued that scientific freedom is a guarantor of our wider liberties. Science, which tells us who we are and how we can live better, is being distorted so twisting our understanding of the ways in which we might progress, shutting off alternatives to existing models of development. Business now stands as a guard dog at the gates of perception. Only the inquiries which suit its needs are allowed to pass. (shrink)

This study of 481 corporations provides an assessment of the relationship between several corporate governance variables (board composition, type of board leadership, officer and director stock holdings, institutional stock holdings, number of majority owners, existence of severance agreements) and adoption of anti-takeover amendments. The results of analysis suggest that the two groups (adopters/non-adopters) differ significantly in regards to these variables.

In lieu of an abstract, here is a brief excerpt of the content:When a Conflict Collapses on a Child: An (Aborted) Medical Evacuation of a Hazara Toddler During the Kabul Airport Blast and the Taliban TakeoverAyesha AhmadI work in the capacity of an academic researching conflict in Afghanistan. My commitment is rooted in the firm terrain of friendships that merged into sisterhood of the Afghan terrain spaning decades of war but which is also the home of poetics and legacies that (...) refuse to be clouded by the traumas of the land.As a medical ethicist situated in global health, I perceive the inadequate focus on recognising the mental health needs born from living in war as a moral injustice and a form of silencing the suffering. This injustice should be held by the geopolitical hands that play the chords of conflict.However, such research is all too often concluded before it can develop as too dangerous, or too risky, or even as unethical because potential participants are perceived (often, unjustifiably so) to be too vulnerable.Another peril of research is the boundary drawn between a particular experience of the research objective and the life experience of the research participant. Connecting as a researcher and in a personal capacity, I fell into a chasm unseen in the context from where I work in London, United Kingdom.I remember the evening before Kabul city fell to the forced control of the Taliban. My friends reminisced during a nightfall reflection on the battles where the city walls had barricaded its inhabitants from centuries of invaders trying to access the valley of a city surrounded by mountains. Kabul city is a haven for war. Its geographic location makes it desirable to conquer, but part of its desirability is because of how the mountains envelop where the languages, ethnicities, religions, and stories of the Silk Road have settled and rested. Once conquered, the city protects you. And Kabulis felt safe. And to that end, on that fateful night, we ended our conversation in the confidence of hope; that Kabul city would not fall, and with the heart of the country still intact, Afghanistan would be saved.The dawn arrived and so did the approach of the Taliban to the city gates. There were frantic and rapid whispers that transformed into screams. And then the moment came, the Taliban were within the city walls.The juxtaposition between the regular London traffic heaving and breathing, and the frantic, panicked sounds of horns and vehicles fleeing in Kabul that I heard through WhatsApp audios in the background to friends narrating their journey home, was as stark as the peace and war they both echoed. [End Page 167]Soon the stories started speaking, pleading, paining, pressuring—stories seeking survival. In the dawn, instead of the sun breaking the sky, I broke the morning to a friend during a telephone conversation who had just awoken and had not yet received the news. I told my friend that the Taliban were in Kabul city. The reaction was grief, just like the grief I had heard in their voice a few months prior when their beloved father had passed away and entered the grave before they had breathed the new dawn. In the dusk, instead of the moon shining upon the city, women, families, and children were sheltering from the darkness of the grave closing amid their breathing bodies.Then, the blast came. In the energy of the quest for safety, people, walking like pilgrims, surrounded Kabul airport, queuing like worshippers. Prayers died. Hell rose. The waiting crowd was fired upon. The air did not offer breath; instead, a final moment of the sound of war that had blighted lives.In the crowd was a family who I dedicate this article to. I write the story of the father, the mother, the daughter, and the son of that day. The family was Hazara, a disputed and discriminated ethnic minority in Afghanistan, of a legacy traced to the invasion of Genghis Khan, the founder of the Mongol Empire. Theirs is a story of travellers and a soil of stories; a particularly profound story because the parents had specialised in geology and were experts of the stones of their long heritage. Yet, still, they... (shrink)

In this essay we defend the view that from a purely rule-utilitarian perspective there is no sound argument favoring the immorality of hostile liquidating buyouts. All arguments favoring such a view are seriously flawed. Moreover, there are some good argument favoring the view that such buyouts may be morally obligatory from the rule-utilitarian perspective. We also defend the view that most of the shark repellents in the market are immoral. If we are right in our arguments there is no justification, (...) moral or otherwise, for any form of legislation that would constrain the practice of hostile liquidating buyouts. (shrink)

McKenzie Seeds is a crown corporation owned by the people of Manitoba. In 1983, the company was rocked by a scandal involving its senior management. During the course of the controversy, George F. MacDowell resigned as chairman of the McKenzie Seeds board of directors. He subsequently wrote a pamphlet which attempted to provide a context for understanding events at McKenzie Seeds. This paper provides a brief history of the company and a discussion of MacDowell's pamphlet. A postscript provides information on (...) some recent developments, which suggests that the issues raised by the scandal and identified in the pamphlet remain unresolved. (shrink)

Certain types of corporate charter antitakeover amendments, or shark repellents, may not serve the interests of the stockholders or the stakeholders of the firm. This paper extends the examination of the use of shark repellents by taking an ethical perspective to synthesize prior research on shark repellents and their relationship to stockholder and stakeholder welfare. Some shark repellents seem to benefit certain interest groups at the expense of other groups.

In public communication contexts, such as when a company announces the proposal for an important organizational change, argumentation typically involves multiple audiences, rather than a single and homogenous group, let alone an individual interlocutor. In such cases, an exhaustive and precise characterization of the audience structure is crucial both for the arguer, who needs to design an effective argumentative strategy, and for the external analyst, who aims at reconstructing such a strategic discourse. While the peculiar relevance of multiple audience is (...) often emphasized in the argumentation literature and in rhetorical studies, proposals for modelling multi-audience argumentative situations remain scarce and unsystematic. To address this gap, we propose an analytical framework which integrates three conceptual constructs: Rigotti and Rocci’s notion of communicative activity type, understood as the implementation of an interaction scheme into a piece of institutional reality, named interaction field; the stakeholder concept, originally developed in strategic management and public relations studies to refer to any actor who affects and/or is affected by the organizational actions and who, accordingly, carries an interest in them; the concept of participant role as it emerges from Goffman’s theory of conversation analysis and related linguistic and media studies. From this integration, we derive the notion of text stakeholder for referring to any organizational actor whose interest becomes an argumentative issue which the organizational text must account for in order to effectively achieve its communicative aim. The text stakeholder notion enables a more comprehensive reconstruction and characterization of multiple audience by eliciting the relevant participants staged in a text and identifying, for each of them, the interactional role they have, the peculiar interest they bear and the related argumentative issue they create. Considering as an illustrative case the defense document issued by a corporation against a hostile takeover attempt made by another corporation, we show how this framework can support the analysis of strategic maneuvering by better defining the audience demand and, so, better explaining how real arguers design and adapt their topical and presentational choices. (shrink)

Issues of sociopolitical systems’ stability and risks of their destabi-lization in process of political transformations belong to the most important ones as regards the social development perspectives, as has been shown again by the recent events in Ukraine. In this re-spect it appears necessary to note that the transition to democracy may pose a serious threat to the stability of respective sociopolitical systems. This article studies the issue of democratization of countries within globalization context, it points to the unreasonably high (...) economic and social costs of a rapid transition to democracy as a result of revolutions or of similar large-scale events for the countries unprepared for it. The authors believe that in a number of cases the authoritarian regimes turn out to be more effective in economic and social terms in comparison with emerging democracies especially of the revolutionary type, which are often incapable to insure social order and may have a swing to authoritarianism. Effective authoritarian regimes can also be a suitable form of a transition to efficient and stable democracy. The article investigates various correlations between revolutionary events and possibilities of establishing democracy in a society on the basis of the historical and contemporary examples as well as the recent events in Egypt. The authors demonstrate that one should take into account a country’s degree of sociopolitical and cultural preparedness for democratic institutions. In case of favorable background, revolutions can proceed smoothly (“velvet revolutions”) with efficient outcomes. On the contrary, democracy is established with much difficulty, throwbacks, return to totalitarianism, and with outbreaks of violence and military takeovers in the countries with high illiteracy rate and rural population share, with low female status, with widespread religious fundamental ideology, where a substantial part of the population hardly ever hears of democracy while the liberal intellectuals idealize this form, where the opposing parties are not willing to respect the rules of democratic game when defeated at elections. (shrink)

According to Jay Lorsch, boards will be increasingly expected to exercise more leadership, even strategic leadership, in the running of a firm. In order to align directors to the best interest of the firm, directors are increasingly required to purchase the equity of the companies on whose board they serve, and in the majority of cases, the minimum shareholding is 1000 shares. The rationale for this is that the directors will take the perspective of real owners of the company, partly (...) based on a study by the National Association of Corporate Directors in 1995. Using behavioral economics, this paper makes some counterintuitive predictions about how involved boards are likely to react to an offer for a hostile takeover. By studying their reactions, the paper inductively analyzes the use of equity ownership as an incentive mechanism. (shrink)

There is a takeover movement fast gaining influence in development economics, a movement that demands that predictions about development outcomes be based on randomized controlled trials. The problem it takes up—of using evidence of efficacy from good studies to predict whether a policy will be effective if we implement it—is a general one, and affects us all. My discussion is the result of a long struggle to develop the right concepts to deal with the problem of warranting effectiveness predictions. (...) Whether I have it right or not, these are questions of vast social importance that philosophers of science can, and should, help answer. (shrink)

Introduction: This paper explores the vulnerability of practice-like activities to institutional domination. Methods: This paper oers an ethnographic case study of a UK-based engineering company in the aftermath of its acquisition, focusing in particular on its R&D unit. Results: The Lab struggled to maintain its practice-based work in an institutional environment that emphasized the pursuit of external goods. Discussion: We use this case to develop two arguments. Firstly, we illustrate the concept of “practice-like” activities and explore their vulnerability to institutional (...) domination. Secondly, in light of the style of management on display after the takeover, we oer further support to MacIntyre’s critique of management. Finally, based on the empirical data we reflect on the importance of organizational culture, as well as friendship and the achievement of a common good in business organizations for these kinds of activities. (shrink)