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50. See Armson, above n 18.

51 These reforms were introduced in the Corporations Act 2001 (Cth). See Hill, J and Kriewaldt, J Theory and practice in takeover law – further reflections on Pinnacle No 8’ (2001) 19 Company and Securities Law Journal 391 Google Scholar. It is also notable that unlike the UK City Code and the EU Directive on Takeovers the mandatory bid rule with its managerial implications was not adopted in Australia. See above n 25.

52. Ibid.

53. See the website available at http://www.takeovers.gov.au/display.asp?ContentID=6.

54 However, jurisdictional issues in a complex constitutional settlement regarding corporate law still present problems for the Panel and increasingly the courts have intervened in its decisions. See Armson, E The Australian Takeovers Panel and judicial review of its decisions’ (2005) 26 Adelaide Law Review 327 Google Scholar, available at SSRN: http://ssrn.com/abstract=938034, and on the difficulties and complexity of the corporate reform process generally, see

55. See La Porta et al 1998 and 1999, above n 27.

56. See G Stapledon ‘Australian sharemarket ownership’ in G Walker, B Fisse and I Ramsay (eds) Securities Regulation in Australia and New Zealand (LBC Australia, 1998) at p 243. Although private equity is beginning to affect those figures in the UK and USA.

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62. See Stapledon, above n 56, p 243.

63. A Lamba and G Stapledon The Determinants of Corporate Ownership Structure: Australian Evidence The University of Melbourne, Public Law and Legal Theory Working Paper Number 20 (2001), available at 〈http://ssrn.com/abstract=279015〉.

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69. Schwert, above n 9.

70. Cosh and Guest, above n 42, p 36.

71. In the large majority of successful hostile takeovers the bidder achieved either 100% or close to 100% of the shares.

72. Cosh and Guest, above n 42, p 36.

73. See Schwert, above n 9.

74. For example in securing their jobs within the new merged entity or securing a lucrative redundancy package.

75 On these suspicions see, for example, Walkling, RA and Long, MS Agency theory, managerial welfare, and takeover bid resistance’ (1984) 13 Rand Journal of Economics Google Scholar 54 and

76. Eddey, P and Casey, RS Directors recommendations in response to takeover bids: do they act in their own interests’ (1989) 14 Australian Journal of Management 1. CrossRefGoogle Scholar

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86 See Nenova, T The value of corporate voting rights and control: a cross-country analysis 2003 Journal of Financial Economics CrossRefGoogle Scholar 325; A Lamba and G Stapledon The Determinants of Corporate Ownership Structure: Australian Evidence The University of Melbourne, Public Law and Legal Theory Working Paper Number 20 (2001) p 24, available at http://ssrn.com/abstract=279015; L Bebchuk A Rent-Protection Theory of Corporate Ownership and Control Working Paper (Harvard University, 1999); L Bebchuk The Evolution of Ownership Structure in Publicly Traded Companies Working Paper (Harvard University, 1999) and J Franks and C Mayer Ownership and Control of German Corporations Working Paper (CEPR, 25 September 2000).

87. Institutional investors are pension funds, insurance companies and investment funds which tend to have a strictly growth or income interest in their shareholding and act on an arms-length basis.

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94. See the Foreign Acquisitions and Takeovers Act 1975 and the Foreign Acquisitions and Takeovers Regulations 1989. On the operation of the FIRB and its policy criteria see the website available at http://www.firb.gov.au/content/default.asp.

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100. In the UK and the USA certain industries such as defence and media have foreign ownership restrictions but there is no overall body with a general remit to supervise and restrict foreign ownership of listed companies. That is not to say there such issues are not keenly debated. For example, the UK Takeover Panel Director-General Mark Warham recently stated ‘There is a feeling in UK that we are “flogging the great firms that defined our industrial history to Johnny Foreigner…” It is not the role of the Takeover Panel to become involved. The panel's focus is to protect UK shareholders and leave shareholders to decide the outcome of bids’; see the website available at http://www.icaew.co.uk/index.cfm?route=139097.

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104. Coffee, J Shareholders versus managers: strain in the corporate web’ (1986) 85 Michigan Law Review 7 CrossRefGoogle Scholar; and Cosh and Guest, above n 42, p.23.

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111. On the US material, and on takeover studies generally, see Brailsford and Knights, above n 109, pp 1–11.

112. This contradicts a US study by P Healy, K Palepu and R Ruback Does Corporate Performance Improve After Mergers? Harvard Business School NBER Working Paper No W3348 (1990). However the Harvard study was of a much smaller sample of 50 transactions over the 5 years from 1979 to 1983. The Cambridge study covered an 11-year period from 1985 to 1996 and examined 64 hostile transactions and 139 friendly transactions. Differences in accounting practices may also have played a part in the different results. See Cosh and Guest, above n 42, p 33.

113 Indeed the adjudicatory role of the Australian Panel is generally viewed as having been a success. See Griffiths, E The Takeovers Panel: a more effective regulator of acquisitions?’ (2003) 24 Company Lawyer 188. Google Scholar

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