While convergence may be the word of the day in corporate governance, it is noticeably absent in takeover regulation. The United States and Europe have adopted strongly dissimilar laws governing the process and substance of hostile tender offers, and their respective paths seem to be diverging rather than converging. This paper argues that much of this difference can be explained by process and institutional competency: courts have played the primary role in the development of American law, while political actors dominated the E.U. adoption of the Takeover Directive.
Available at: http://works.bepress.com/william_magnuson/8/