Law

Introduction

Organ transplantation is one of the most groundbreaking medical procedures available today. Through this technology, patients who in the past would have died from diseased organs are given a new lease of life by having healthy organs transplanted into their bodies. Due to the effectiveness of transplantations in restoring heath, many people seek these procedures. The high demand for the services has caused a high need for transplant organs.

It is currently illegal to be involved in the buying or selling of transplant organs in the US. To supply the needs of the thousands of Americans in need of transplant surgeries, hospitals rely on donor organs. However, the number of organs obtained from donors does not fulfill the demand. There has therefore been some discussion on whether a regulated compensation system should be introduced.

Advocates of the commercialization of transplant organs claim that this is the only way to deal with the critical shortage being experienced currently. However, opponents of the establishment of a compensation system declare that it would be morally wrong since it would lead to the exploitation of the poor. This paper will argue that the government should allow a legal market for transplant organs to exist in order to deal with the critical shortage of these commodities and hence save lives.

Why Organ Sale Should be Legalized

The introduction of a legal organ market would help overcome the current critical shortage in transplant organs. As it currently stands, the only legal way to obtain the organs is from free donors. These donors have failed to meet the high demand for the organs and a huge deficit exits between demand and supply. Matas confirms that the markedly increased demand for organs has not been matched by an increase in the supply (216).

This has led to a situation where patients die while waiting for transplant organs to become available. Other patients have been forced to undergo painful and expensive procedures such as dialysis as they await transplantation. Commercializing transplant organs would create a financial incentive for people to provide their organs.

Research indicates that when there is a monetary benefit to providing organs, people are more willing to give up some of their organs for transplantations. Introducing a legal market in the US would therefore reduce the current shortage greatly benefiting the patients who are forced to wait for months or even years before finding an organ.

Another benefit of legalizing organs sale is that it would help deal with the thriving transplant organ black market. Sale of organs for transplant is illegal in all countries with the exception of Iran. This has led to the development of thriving black markets for transplant organs in most countries.

The black market is highly unregulated and this leads to some significant problems. Vendors in the trade can obtain the organs through illegal and violent means. According to Radcliffe, some traders extract organs from unwilling donors in order to obtain the highest profit from the sale of these organs (139). In some cases, the unwilling donors are killed during the organ extraction process. Due to the profit motivation of the black market, patients are charged very high prices for the organs while the organ sellers are often underpaid.

Most of the payment goes to a broker instead of the person who provided the organ. For example, the vendor might charge as much as $150,000 for a kidney while paying the donor a merger $2,000 (Radcliffe 140). A legal organ sale market would remove the financial incentives for the illegal traders therefore destroying the transplant organs black market.

In addition to this, a legitimate framework for the trade in organs would obligate the traders to obtain their organs from legitimate sources. The patients would also benefit from a reduced cost of organs. Currently, the black market traders charge exorbitant fees due to the monopoly they hold in the trade.

The development of a regulated organ sale system would increase the safety for patients by deterring transplant tourism. Cohen declares that the lack of a legal organ market has promoted travel abroad to purchase organs for transplant (269). The most significant transplant tourism destinations are developing countries such as India, Pakistan and Bangladesh. Thousands of patients from the developed world travel to these destinations to purchase and have new organs transplanted.

The health outcomes of transplant tourists are often lower compared to those of patients who have legal transplants in the US. Research reveals that most tourists suffer from serious post-transplant infections and surgical complications (Cohen 273). These poor outcomes are attributed to the low quality of surgery provided in the illegal transplant destinations.

Most of the facilities are ill equipped and the hygiene levels might be below standard. Most patients require intensive medical treatment when they get back to the US. A legitimate organ market would make it possible for the patients to purchase the organs in their home nation and have the procedure done in a well-equipped hospital.

Opposition to Organ Sale and Counterarguments

A major argument made against the establishment of a legal organ sales market is that the poor people would be coerced by financial pressure into selling their organs. Matas confirms that individuals living under conditions of social insecurity and economic abandonment would be most willing to sell their body parts for a quick profit (217).

This claim is supported by studies, which reveal that the poor in developing nations sell organs as a way of meeting pressing financial needs or offsetting debts. Opponents of commercialization therefore argue that legalizing organ trade would only increase the scale by which the poor are exploited. The truth is that the financial incentive provided by an organ sale market would mostly attract the poor.

Proponents of commercialization argue that trade in transplant organs will continue even without legalization. Despite the existence of laws against organ trade, there is a growing unregulated market for sales. Through the black market, the poor will sell their body parts for meager amounts while the brokers make the largest profits.

The lack of regulation disadvantages the organ sellers. Research by Cohen reveals that middlemen and clinics paid the organ sellers 33% less than they had promised (271). With the establishment of a legal market, the compensation will be fair due to regulation. This will ensure that the poor benefit more from their organs than they currently do.

Another argument made against legalizing organ sales is that this practice does not bring about long-term economic benefits for the seller. Most proponents of legalizing organ sale claim that there is nothing wrong with the poor being given a chance to benefit from their bodies. However, the economic gain obtained from organ sales is not lasting and the majority of the poor sellers are back to their original state of poverty a few years after the sale Rothman (1537). In many instances, the poor experience a decline in their health status after selling a body organ.

Their ability to generate income is reduced as a direct result of their surgery. Opponents of organ sales declare that legalization would not lead to any lasting economic benefit for the donor. Instead, the organ sales would lead to diminished health outcomes and poverty. While it is true that organ sale does not currently benefit the poor, this can be blamed on the illegal status of the trade. The brokers do not pay the poor adequately for their organs. In addition to this, some of the surgeries take place in unhygienic conditions leading to infections and surgical complications.

With a legal market, the poor would be paid fairly and the money obtained from the transaction could help improve the lives of the individual. Radcliffe states that the individual can use the lump sum paid for his/her organ to achieve upward mobility (139). Cohen asserts that one cannot defend an outright ban on organ sale if such a ban makes the poor worse off than they would be if they were allowed to commercialize their organs (276).

Conclusion

This paper set out to argue for the legalization of organ sales in the US. It began by highlighting how transplant procedures play a crucial role in restoring the health of individuals with failing organs. It then noted the current dire shortage in transplant organs and the need for a solution.

From the paper, it is clear that introducing a legal market in transplant organs would increase organ supply, mitigate black market, and prevent transplant tourism. The paper has reviewed some of the concerns raised against legalizing organ trade. It has shown that while the concerns are valid, the patient and organ donor would be better off than they currently are if the organ sale was legalized.

Works Cited

Cohen, Glenn. “Transplant Tourism: The Ethics and Regulation of International Markets for Organs.” Journal of Law, Medicine & Ethics 41.1 (2013): 269-285.

Matas, Arthur. “Payment for Living Donor (Vendor) Kidneys: A Cost-Effectiveness Analysis.” American Journal of Transplantation 4.2(2004): 216-221.

Radcliffe, Richards. “Commentary: An ethical market in human organs.” Journal of Medical Ethics 29.3(2010): 139–140.

Rothman, Sheila. “The Hidden Cost of Organ Sale.” American Journal of Transplantation 6.7(2009): 1524-1529.

Some analysts observe that black Americans have never enjoyed their rights and freedoms in the United States because they have been historically experienced unprecedented police brutally, which takes the form of harassment, unwarranted arrest, incarceration, and convictions that raises their death rates.

The brutality is perhaps systematic and intentional on the blacks carried out by the criminal justice system in the country. The trend is ongoing and is not expected to end any time soon because of the social structure and the culture that does not value the contributions of minorities and people of color.

Labeling is the biggest problem that affects the blacks in the country because they are associated with all forms of crimes, such as mugging, drug-trafficking, kidnapping, raping, money laundering, banditry, smuggling of weapons, and car-jacking (Blau 530). The recent incident in which an eighteen old boy, Michael Brown, was shot in Ferguson, Missouri is an example of police brutality that has always been meted out to innocent Americans.

The entire nation rose up to condemn the killing terming it unacceptable and highly regrettable, but analysts claim that it only exposed the problems that blacks have encouraged since independence. The Ferguson town is no zone an ordinary citizen because of the heavy presence of police who are deployed to keep an eye on the activities of the black people.

The officers are armed with sophisticated weapons and armored vehicles, which suggest that the blacks are suspected of causing mayhem in the city any time following the shooting of the schoolboy. A recent report released by the FBI following a study conducted between 2005 and 2012 confirm that a white police officer have used force against a black person at least twice a week.

The number of blacks killed in the country is ever-increasing, with casualties being those under the age of twenty-one. Unfortunately, only 8.7% of those killed annually by the police are whites aged twenty-one years and below.

The number of blacks killed annually is not accurate because the police self-report it meaning many blacks have lost their lives at the hands of the trigger happy police officers (Tolnay 221). A study conducted by the University of South Carolina professor, Geoff Alpert, suggested that the country does not have a national record on the number of unarmed civilians that the police kill.

The violence and brutality going on in the account at police stations and city streets are based on racial lines because the majority of those suffering are blacks. Brown was the fifth unarmed black person to be killed by the police within a month. Among those killed in the month include Eric Garner of Staten Island, Ezell Ford of Los Angeles, Dante Parker of California, and John Crawford of Ohio. Since the killings have been reported in over three different states, it means that blacks in the entire country are affected.

In a different study commissioned in 2007 by the ColorLines and Chicago Reporter, it was established that police killings were present in at least the ten largest cities in the country (Eltis 67). Unfortunately, those targeted were the blacks, with New York, San Diego, and Las Vegas being the most affected.

In earlier report released by the department of justice in 2008 titled police public contact survey, over seventy percent of blacks reported to have been harassed by police. In Ferguson alone, the number of blacks arrested was three times that of other races in the first four months of the year.

For some analysts, black Americans have historically faced unprecedented brutality. However, that is not the case today. To them, black Americans are not currently experiencing unprecedented brutality, such as harassment, arrest, incarceration, and conviction because criminality affects the entire community and the role of the police is to bring it down.

Any government has to ensure that life and property is protected hence the police should patrol the streets frequently to ensure no person is injured by criminals. Unfortunately, blacks find themselves being arrested and convicted quite often, but the problem lies with the community in which they live in hence the security agencies should not be blamed.

The society influences the behavior of a child meaning in case the social structure is defective, the upbringing of the child is likely to be affected. Therefore, many blacks find themselves on the wrong side of the law because of a culture that does not support the family setting. Children are left to find for their survival at the tender age, something that forces them to indulge in criminal activities.

The reality of the matter is that blacks are often discriminated against when it comes to identifying criminals. They are often labeled as thugs and street muggers because the historical problems that they have faced over the years (Leonard 28). The police are tempted to believe that any young black American is a criminal because his or her father had a questionable record. The society should change its perception towards the blacks if the problem is to be solved.

Works Cited

Blau, Judith. “White Supremacy and Racism in the Post-Civil Rights Era by Eduardo Bonilla-Silva”. Contemporary Sociology 31.5 (2002): 527-538.

Eltis, David (2008). Extending the Frontiers: Essays on the New Transatlantic Slave Trade Database. New York: Yale University Press, 2008. Print.

Leonard, Rebecca and Locke, Don. “Communication Stereotypes: Is Interracial Communication Possible?” Journal of Black Studies 23.3 (1993): 332-343. Print.

Tolnay, Stewart. “The African American ‘Great Migration’ and Beyond”. Annual Review of Sociology 29.1 (2003): 218–221. Print.

Introduction

By definition, man-made laws are laws made by people, which usually stand in opposition to the concept of natural or divine law. Natural or divine law was part of the dominant legal paradigm in Ancient Greece and Europe during the Middle Ages. According to the apologists of natural law, the virtue of human nature allows for inheriting certain rights. The rights are universal and objective since they have a transcendent source interpreted by some schools of thought as God or other entities.

In the United Kingdom, Christianity is still prevalent, and according to this religion, the natural (divine) law prescribes the adherents to incarnate the image of Christ into their lives through their deeds. Man-made law used to rank lower in comparison to natural law; however, due to the secularisation of British society, it has become the supreme law. The importance of man-made law enactment is indisputable, and its abolition would result in chaos and tragedy. This paper will discuss how the dominance of the mighty and survival of the fittest would be the possible consequences of abolition.

Functions of Law

It is essential to outline the primary functions of law to comprehend its significance. Even though the functions of divine and man-made law overlap or are similar in some aspects, a line should be drawn between the goals of their enforcement. Divine or natural law defines what is moral whereas man-made law defines what is just (Hayes 2017). Justice and morality are not interchangeable concepts: for instance, a person who committed adultery may be judged harshly by society but is unlikely to face any legal repercussions according to the United Kingdom’s current legislation. Further, man-made law determines what minimally acceptable social behavior is whereas divine law encourages one to strive for perfection and maximum compliance with the rules.

All points taken into consideration, from here on, it is only reasonable to examine the functions of the man-made law. The first function is establishing standards be it something as trivial as running everyday errands or something as intricate as the execution of justice (Ehrenberg 2016). If a conflict is to occur, man-made law is to be applied for its resolution. Lastly, man-made law exists to protect citizens’ rights and liberties; it is especially true in relation to vulnerable social groups (Ehrenberg 2016).

All in all, laws are supposed to help to maintain order in society: they eliminate double standards, offer peaceful solutions for conflicts and ensure that each citizen can enjoy his or her rights. Thus, if man-made laws of the United Kingdom were abolished, safety, integrity, order, and standards would be compromised. It is speculated that in this case, British society would be characterized by a high degree of stratification based on power and privilege.

Abolition of Man-Made Law: Maintaining Standards

The abolition of man-made law in the United Kingdom would be followed by the abuse of existing standards, if not their total disappearance. A prime example of how abolishing law would make maintaining standards impossible is what would happen to the criminal justice system. The well-established system of Justice of the peace under the concept of Queen’s Peace would crumble, and magistrates, both District Judges, and volunteers would resign and abandon their communities.

In the absence of the current legislation, certain groups of people would attempt to run criminal processes in their interests. For instance, as of now, in the UK, if a person is arrested, he or she has the right to free legal advice, communicating their whereabouts, and medical help (Being arrested: your rights n.d.). One cannot be held in custody for more than 24 hours or more than 96 hours in the case of a severe crime (Being arrested: your rights n.d.).

If a crime is not serious, a perpetrator receives a warning, has to pay a fine, or does community service (The criminal justice process n.d.). However, the mighty of the country would use minor crimes as an excuse to destroy a person’s life if they held a grudge against the said person. They would not adhere to the principles of restorative which prioritize reformation over punishment.

Abolition of Man-Made Law: Resolving Disputes

Sometimes, citizens find themselves entangled in a conflict that can only be resolved legally. Thus, laws that deal with their specific issue provide sufficient guidance as to what decision would be just and well-balanced. For instance, people have many disputes over inheriting property, and it is understandable for having real estate in one’s name is of great value. The current UK legislation outlines clear mechanisms of inheritance if a will was left as well as if a deceased owner did not leave any.

If the latter is the case, a person who wishes to deal with the estate needs to apply for probate. Usually, the UK inheritance law prioritizes spouses, civil partners, and children (Wills, probate and inheritance n.d.). If a person was legally separated from the owner when he or she died, the said person is not automatically entitled to the property (Wills, probate and inheritance n.d.). Were the inheritance law repealed, the disputes over property would be resolved in the interests of those who have more power and leverage. Since the owner obviously cannot meddle, people who would not otherwise be legally entitled would try to pressure the immediate relatives into giving up the property.

Abolition of Man-Made Law: Protecting Rights and Liberties

The equality of all human beings is a controversial concept: it is abundantly easy to see how people have different abilities, skills, backgrounds, and levels of wealth. However, what is supposed to be provided by law is the equity of opportunity, for instance, the right to education. In every society, one can find specific demographic cohorts that are at risk of having limited access to society’s common goods. In the United Kingdom, the current legislation seeks to protect the rights and liberties of vulnerable social groups. The 2010 Equality Act ensures equal employment opportunities for people with disabilities (Disability rights n.d.).

The Act prescribes employers to fairly assess such a person’s skills and make reasonable adjustments to accommodate him or her in the workplace (Disability rights n.d.). Moreover, a person with a disability cannot be chosen for redundancy only on the grounds of their health issues (Disability rights n.d.). If the Equality Act were repealed, the survival of the fittest would reign in the country, which would not allow disadvantaged people to join the workforce.

It is true that throughout the last several decades, the processes of globalization and migration trends have changed the demographics of the country. Namely, the United Kingdom has grown more ethnically, racially, and religiously more diverse. The UK government has made many attempts to protect minorities from attacks and general hostility. For instance, the 1965-1976 Race Relations Acts aimed at the elimination of discrimination on the grounds of skin color and better integration of immigrant communities (Discrimination and race relations policy n.d.).

Despite the government’s best attempts to tackle the issue from a legal standpoint, it has been reported that the number of hate crimes has doubled in the last five years (Weaver 2018). It is safe to assume that in the UK, there are still violent, politically engaged groups that would run hammock and commit even more crimes were man-made laws to be abolished. At that, they would try to assert dominance and make the lives of minorities unbearable.

Conclusion

Even though previously divine law was predominant in Western countries, nowadays, it is entirely replaced by man-made laws that prioritize justice over morality. Man-made laws fulfill a particular set of functions, and namely, they set standards for minimally acceptable behavior, societal and legal processes. Moreover, such laws are to be used in the case of otherwise unresolvable disputes; they also outline, ensure and protect rights and liberties.

The current legislation in the United Kingdom capitalizes on the inherent value of every human being, which would be undermined by the abolition of man-made laws. Some of the mighty would abuse their power to overthrown criminal justice processes and destroy the lives and reputations of innocent people. Citizens with enough power and leverage could claim ownership over any property. Lastly, the safety of minorities and vulnerable social groups would be jeopardized, and they would not be able to enjoy education, healthcare, and employment opportunities.

Reference List

Being arrested: your rights n.d. Web.

Criminal justice process n.d. Web.

Disability rights n.d. Web.

Discrimination and race relations policy n.d. Web.

Ehrenberg, KM 2016, Functions or the law, Oxford University Press, Oxford.

Hayes, C 2017. What’s divine about divine law?: early perspectives. Princeton University Press, Princeton.

Weaver, M 2018, ‘Hate crime surge linked to Brexit and 2017 terrorist attacks’, The Guardian. Web.

Wills, probate and inheritance n.d. Web.

Overview

In recent times, there has been an increase in scandals within the corporate environment (Friedman, 2007). There has also been a sharp decline in business values especially with regards to the manner in which employees conduct themselves within and outside the workplace. These trends have raised eyebrows as to the status of ethics and corporate responsibility. With an aim of enhancing corporate responsibility, the United States Congress passed the Sarbanes-Oxley Act with an aim of encouraging corporations to conduct business in a legal manner (Mallow, Barnes, Langvardt, Prenkert and McCory, 2015).

Through this Act, firms are expected to run their business in an ethical and responsible manner. This paper will thus focus on the ethical and criminal responsibility that employers have with their employees.

Ethical Obligations of the Employer

In an event where an employer knows or has reason to suspect that an employee poses danger to others, the employer has an ethical obligation to take corrective or preventive measures. In accordance to the right’s ethical theory, there are specific human liberties that are critical and should be respected by every individual (Knights, 2006). This theory lays emphasis on the rights and liberties of individuals within the society and as such it creates a fundamental basis that aims at safeguarding the rights of each individual as per the stipulations of the constitution.

In this respect, an employer is bestowed with the ethical responsibility of ensuring the safety of employees as well as the public. Therefore, an employer is expected to create and maintain a working environment that is safe for both the employee and the public and if the employer knows or has reason to suspect that an employee poses danger to others, the employer should take necessary steps to remove such an employee from the workplace as a precaution.

Level of Evidence

As asserted earlier, an employer has the ethical obligation of ensuring and maintaining the safety of the employees and the public. Therefore, in an event where the employer has reasonable suspicion or irrefutable evidence against a specific employee, the employer has the power to dismiss the said employee from the workplace as a security measure. This is due to the fact that employers do not need to have irrefutable evidence of harmful behavior, malice, or misconduct to take necessary action that is required to safeguard other employees or the public (Guest and Woodrow, 2012).

Details and Extension of Ethical Obligation

An employer has an ethical obligation that extends to the employee in question, other employees at the workplace, and the public. The harmful act of an employee can be within or outside the workplace. As asserted by Mallow et al. (2015), the violence of an employee in the public scene is considered as a more pressing issue as compared to the workplace. In such an event, an employer has two approaches in dealing with the issue; a corrective action and a preventive action (Nord, 2006). Usually, employers apply the corrective action approach by terminating the employment of the employee in question.

On the other hand, employers apply a preventive approach by avoiding hiring individuals who seem to have the potential of posing harm to fellow employees or the public. The most common means of achieving this is through screening especially on social media sites of employees to get a glimpse of their behaviors and activities. Constant monitoring of the personality of the employees at the work place is also an ideal means of screening to determine if an employee has the potential to cause harm at the work place. Most importantly, employers should have regular clinics, trainings and seminars that aim at enhancing the importance of adhering to the ethics of the corporation as well as adhering to the stipulations of the law.

Ethical Obligation to the Employee

In the case at hand, the employer has ethical obligations with regards to the employee at hand. First, the employer needs to be familiar with the codes of ethics that govern the profession of the employee in question (Valentine and Fleischman, 2008). In this respect, the employer will be in a better position of acting in an ethical and professional manner with regards to the employee’s harmful behavior. Generally, the employer has an ethical obligation of treating the employee in question with integrity. In this case, the employer is expected to treat the employee in a morally accepted manner.

The employer is also expected to be honest to the employee. In this case, the employer needs to clearly explain to the employee the accusations that have been laid against him/her and the decision that the employer has arrived on with regards to the said acts. Finally, the employer should handle the case of the employee and treat him/her with fairness. The employee needs to be impartial while handling the case. Despite the outcome of the decision that will be arrived at, the employer needs to be just and fair. These ethical obligations are necessary since the employee in question is part of the employer’s staff and as such should be treated according to the moral and ethics of the corporation.

Torts and Criminal Liability in the Scenario

In the scenario described, several torts and criminal liabilities may arise depending on the nature of the wrongful act that was conducted by the employee in question. For instance, if the employee in question physically assaulted a fellow member of staff or a member of the public in a violent manner, he/she would be liable for the tort of battery. The employee in question will also be liable of the criminal offense of assault.

In accordance to the doctrine of Respondeat superior, the employer may also be liable for the acts committed by the employee if the said acts were within the employee’s scope and description of employment (Valentine and Fleischman, 2008). However, if the acts were outside the scope and description of employment, the employer can only be liable if it is proven beyond reasonable doubt that there was negligence in the process of hiring, supervising and retaining the employee.

References

Friedman, B. (2007). Workplace Privacy: Employee Relations and Legal Implications of Monitoring Employee E-mail Use. Employee Response Right Journal, 122(3), 45-53.

Guest, D. E., and Woodrow, C. (2012). Exploring the Boundaries of Human Resource Managers’ Responsibilities. Journal of Business Ethics, 111(1), 109-119.

Knights, D. (2006). Leadership, Ethics and the Responsibility to the Other. Journal of Business Ethics, 67(1), 125-137.

Mallow, J., Barnes, A., Langvardt, A., Prenkert, J. and McCory, M. (2015). Business Law: The Ethical, Global, and E-Commerce Environment. New York: McGraw-Hill.

Nord, G. (2006). E-Monitoring in the Workplace: Privacy, Legislation, and Surveillance Software. Communications of the ACM, 49(8), 118-131.

Valentine, S. and Fleischman, G. (2008). Professional Ethical Standards, Corporate Social Responsibility, and the Perceived Role of Ethics and Social Responsibility. Journal of Business Ethics, 82(3), 657-666.

The meaning of legal terms used in the contract

• Hereby-by virtue of
• Render-make
• Prior-before
• Execution-performing a task
• Pursuant to-according to
• Strict compliance-adherence to given rules
• Disclose-bring out
• Assigns- allocates a piece of work
• Merger- combining aspect
• Binding-obligating one to
• Deemed-assumed
• Construed-given by

  • The titles have been exerted in the contact statement after a careful study of the document.
  • Short explanations of the requirements of each clause.

Arbitration

It provides a method of solving conflicts that may arise in the cause of fulfilling the contract between the two parties.

Assignment

It explains the task to be performed during the contract and it is the reason for hiring the contractor in the first place.

Choice of Law

It specifies the particular legal principles applicable to this specific contract.

Compensation

It explains the remuneration or payment to a party for tasks performed after completion.

Conflict of Interest

It elaborates what is to be done in case individual interests that are against the contract emerge as well as prevents the parties from the contract from taking part in activities that directly conflict with the task to be performed.

Entire Agreement

It explains piecemeal interpretations of the agreements and their validity

Exclusivity

It explains the importance of the contract over all other agreements.

Expenses

It explains how the contractor is to be reimbursed in case of extra expenses from their monies.

Force Majeure

It explains the superiority of the contract over other agreements that either party may get into in the course of the contract.

Headings

It elaborates on how various titles should be interpreted.

Insurance

It explains the nature and validity of insurance policies that may be sorted by either party.

Invennins

This clause sets the path straight about discoveries or other related inventions by either party during the contract.

Invoicing

It explains how to fill and submit invoices.

Language

The clause specifies the language to be used in interpreting the contract.

Merger

Explains what should happen in case the company is merged with other companies in the course of the contract.

Non-Hire Provision

It prevents one party from hiring employees of the other within a specified period after the contract.

Service of Notices

It gives the procedure to be followed in serving notices.

Services to Be Provided

This clause explains the particular task to be performed during the duration of the contract.

Severability

Elaborates how punitive, non-adherence to the terms of the contract can be detrimental.

Successors and Assigns

It explains how successors and other similar parties can affect the contract.

Term

It gives details on the duration of the contract from the beginning to the end.

Termination

It explains how the contract can be brought to an end and what actions can lead to such a decision.

Trade Secrets and Confidentiality

This clause prevents the parties from exposing confidential information related to the business to a third party not stated in the contract.

Waiver

It brings out situations that may lead to the nullification of the whole contract.

Written reports

It elaborates on the impacts of the various reports that may contradict the terms of the contract.

1. The contract starts upon signing of the agreement and ends on the date that is to be specified under the end of the termination clause.
2. The contract has to complete the tasks specified in the contract. They will then serve the company with the invoice containing the amounts to be paid. Payments will be made after processing of the invoice (Randy 33).
3. Expenses paid from the contractor’s pocket to cater for the contractual assignments are paid back to together with their remuneration. He is expected to specify such payments on the invoice and they should be supported with their specific receipts.
4. The contractor is allowed to work for others as per the terms of the contract, but he is expected to give more priority to this contract (Ewan 42).
5. A third party like the contractor’s son or wife can only take up the contractual assignments after the contractor agrees with the company on such arrangements in writing and the company must agree if not then a third party cannot transact.
6. Intellectual property relates to many inventions and discoveries that may come up in the course of the contract. Such properties are owned by the company and not the contractor as it is clearly stated under the invention clause.
7. The contract binds the contractor after completion in terms of who he can employ or hire.
8. The contractor is restricted from setting up his own business with any of the employees of the company six months after completion of the contract.
9. In the case of disagreements between the contractor and the company, they should make use of the arbitration clause. The arbitration clause contains the rules and venue at which the conflict will be resolved. The rules are specified by the parties to the contract at the time of signing the contract and hence they should be adhered to in case of any breach of contract or dispute (Atiyah 56).

Final analysis and conclusion

The contract is a bit fair, although to some extent it favors the company. It is fair in that at the end of it all the contractor is fully compensated for the work done and any expenses incurred from their own pockets reimbursed as long as they can provide proof of the expenses incurred. The company also benefits from the services rendered by the contractor thus they have nothing to lose since their business secrets are safe as per the terms of the contract and if the other partner gives out any of their insider information then they will be liable to prosecution by law.

However, it is unfair that the contractor does not gain anything from the intellectual properties that may come up in the course of the contract. The terms are clear that any such inventions will be the sole property of the company and this may make the employees of the company reluctant to provide all their expertise as well as explore their creative potential for the fear of not being recognized. The company is not expected to pay for such discoveries in any way as it is not stated in the contract and making the company pay will result in a breach of the contract yet a contract is usually protected by law.

Works Cited

Atiyah, Philip. The Rise and Fall of Freedom of Contract. New York, NY: Clarendon Press, 2009. Print.

Ewan, McKendrick. Contract Law – Text, Cases and Materials, London, UK: Oxford University Press, 2006. Print.

Randy, Barnett. Contracts. London, UK: Aspen Publishers, 2010. Print.

The affordable care act has related provisions in titles one to ten. Title one reflects on the quality and affordable health benefits for American citizens. The provisions of the title are rules and mandates of employers, insurance companies, and tax credits. Title two lays down the role of public programs such as Medicaid and Medicare. The title discusses the changes in the health care workforce and the provision of new taxes.

According to Hofer, Abraham, and Moscovice (2011), the second provision improves disabled care through the expansion of home care services at flexible rates. Title three discusses the improvement of the quality and efficiency of health care. The provision protects Medicare through the increase of incentives to healthcare institutions. The rural communities are getting quality and efficient health services through the implementation of the provisions of title three (Harrington, 2010).

Title four actively encourages the prevention of diseases and the improvement of public health. According to Rosenbaum (2011), the provision uses the national health promotional strategies in chronic illness reduction and enhancement of innovation in the public health sector. Title five promotes education advancement among health care practitioners and related professionals. The provision provides loans and scholarships with an aim of workforce development. Title six encourages transparency and program integrity in health care. The sixth provision advocates the exposure of frauds and abuse of healthcare requirements (Harrington, 2010).

Title seven promotes health care competition through the improvement of innovative medical therapies. The effect of the competition is the availability of efficient and affordable medical products in the market. Title eight provides additional options for financing through different categories of health insurance plans. Title nine closes all the tax loopholes through broadening the tax base of Medicare. Title ten strengthens the quality of affordable care through the incorporation of amendments and the development of administrative standards (Rosenbaum, 2011).

The paper discusses the third provision that aims at improving the efficiency and quality of health care services. One of the sub-topics in the third provision is improving Medicare for care providers and patients. The financing of the Medicare improvements is through enrollment in a Medicare savings program. The savings program ensures taxpayers’ patients become the beneficiaries with minimal adjustments (Jencks, Huff, & Cuerdon, 2003).

The savings under the Medicare programs also motivates the health care providers, especially in the rural setting. Medicare is the main health coverage for people with disabilities and people above 65 years old. Medicare patients rely on family members to get comprehensive support in medical care access. The third affordable care act provision allows supplementation of the insurance from the Medicare savings, especially in times of emergency (Hofer et al., 2011).

Jencks et al. (2003) appreciate the low-income savings programs under Medicare that aim at cost-sharing the health care expenses for the Medicare beneficiaries. The financing access quality of care is facing challenges of low enrollment of the Medicare savings programs, hence the low number of beneficiaries of the funds. The significant changes in the Medicare saving program for the taxpayers’ patients are an expansion of limits on health disparities and a reduction in the cost of treating chronic illnesses. The Act limits inflation of the medical costs through a provision of low-income subsidy on taxpayers’ patients.

The affordable care act prioritizes quality performance and reporting of the Medicare improvements. The national government permits post-hospital care services to the taxpayers’ patients in line with the type of health care insurance plan. Financial sustainability is a major risk in the process of improving Medicare for patients and providers. Additionally, the financing access quality of care involves the implementation of the final goals of financial risk protection through social responsiveness (Baker, 2011).

In terms of care providers, the third provision has regulations that motivate doctors and other health care providers for offering quality care. The provision creates incentives for health care providers that allow them to work together purely voluntary. The Medicare savings program also plays a role in the soliciting of funds for the care providers from Federal government agencies and societies.

The health care providers have the mandate of maintaining constant funding to facilitate quality and efficient service provision. The Medicare savings program encourages health care providers in meeting the recommended performance standards through sharing in the savings program (Poghosyan, Lucero, Rauch, & Berkowitz, 2012). The care providers benefit from the Medicare savings program through the provision of electronic health records, physician quality reporting systems, and other incentive programs. The incentive programs ensure the health care providers remain relevant in the medical field through the acquisition of advanced knowledge of treatment and care procedures (Baker, 2011).

The beneficiaries of the Medicare savings program are few due to limited access to the finances. The private bodies in the United States have a role in financing quality care through taxes and other government policies. The funds support the elderly and low-income people. The provision allows the use of a certain percentage of the funds in payment of health care providers working in rural settings to offer quality care to the patients.

The health care providers in rural areas use some of the innovations in soliciting funds from the government and invest in medical research. Generation of funds for access to quality care involves a combination of tax regulations, restriction on the reduction of incentives, and budget ceilings (Poghosyan et al., 2012).

References

Baker, T. (2011). Health insurance, risk, and responsibility after the Patient Protection and Affordable Care Act. University of Pennsylvania Law Review, 1577-1622.

Harrington, S. E. (2010). US Health‐care Reform: The Patient Protection and Affordable Care Act. Journal of Risk and Insurance, 77(3), 703-708.

Hofer, A. N., Abraham, J., & Moscovice, I. (2011). Expansion of coverage under the Patient Protection and Affordable Care Act and primary care utilization. Milbank Quarterly, 89(1), 69-89.

Jencks, S. F., Huff, E. D., & Cuerdon, T. (2003). Change in the quality of care delivered to Medicare beneficiaries, 1998-1999 to 2000-2001. Jama, 289(3), 305-312.

Poghosyan, L., Lucero, R., Rauch, L., & Berkowitz, B. (2012). Nurse practitioner workforce: a substantial supply of primary care providers. Nursing Economics, 30(5), 268.

Rosenbaum, S. (2011). The Patient Protection and Affordable Care Act: implications for public health policy and practice. Public Health Reports, 126(1), 130-135.

Introduction

Companies engage in takeovers with the objective of increasing their value. Different nations have diverse legislations that guide or regulate takeovers. In the UK, Shikha reveals that takeover regulations take a shareholder-oriented approach.¹ Indeed, shareholders reserve the right and authority to permit managers to engage in any defensive tactics for a takeover bid. In fact, in the UK legislation, the City Code on Takeovers and Mergers only comes into play when a bid already exists. In support of this assertion, Jindra and Moeller state, “ban on defensive tactics by managers in the UK clearly makes it easier for hostile bids to succeed”.² Hence, the existence of a bid gives room for managers to deploy less stringent regulations before the actualization of a takeover bid. Despite this possibility, the UK still believes that its takeover regulations encourage economic growth. From this position, by reviewing the literature on hostile takeovers and considering typical takeover cases between Cadbury Plc and Kraft Food Inc., this paper argues that the UK’s takeover regulations are detrimental to its long-term economic growth and that urgent reforms are needed to address this situation.

Literature Review and Gap Analysis

According to Johnston, City Code on Takeovers and Mergers entails several written down rules and regulations that guide takeovers in the UK.³ A panel administers these rules. According to Armour and Skeel, the staff of the panel must be approved via being seconded by various members of professional communities whom the rules and regulations seek to control.⁴ In case of any disputes, the team has the responsibility of responding in real-time and flexibly to the voiced concerns. However, as Johnston reveals, this approach differs to that of the U.S. since Delaware Courts have the duty of governing takeovers.⁵ The UK City Codes focus on protecting the interest of shareholders during takeovers. The codes impose compulsory proposal requirements coupled with equal treatments, hence preventing all acquirers from engaging in coercive bids.

According to Asker, Farre-Mensa, and Ljungqvist, corporate takeovers should serve the principal purpose of improving stock prices and the stock market performance of various businesses that are involved in takeovers through a merger or acquisition.⁶ However, despite the substantial stock price increment after a takeover, Erel, Jang, and Weisbach assert that the acquirers suffer negative market performance in the long-term.⁷ Arguably, this situation occurs in instances where takeovers are based on ill intentions. For example, the 1996 hostile takeover worth 11.6 billion USD involving Wells Fargo and First Interstate Bancorp resulted in a merger where various company executives left followed by evidence of various accounting errors in the corporations’ accounts, which left regrettable problems to customers as Shenoy reveals.⁸ Amid these challenges, the UK regulations still give room for hostile takeovers. Indeed, considering the experience between Wells Fargo and First Interstate Bancorp, hostile takeovers are detrimental to long-term economic growth.

Considering various regulations that are applicable to different jurisdictions, the literature on takeovers establishes mechanisms for ensuring that takeovers do not produce negative implications to a country’s long-term economic growth due to hostilities in the bidding process. For example, Bates and Becher reveal how regulations in the U.S. permit flexibility in the bidding process by not prescribing a mandatory proposal as witnessed in the UK.⁹ According to Armour and Skeel, mandatory bid requires “bidders who acquire a large block of target shares to make an offer for all of the target company’s shares”.¹⁰ A gap is apparent in this plan since it dictates the price of all other shares to the extent that a bidder can only pay an equal price for every share acquired. Consequently, as Greene points out, it is likely that shareholders would not have an opportunity to sell all shares in case a given bidder acquires a company.¹¹ This situation is disadvantageous to the long-term financial development in jurisdictions such as the UK where many takeover deals take place with target companies having no capability to deploy defensive tactics to frustrate the takeover offers.

Arguably, managers can help to overcome the challenge of a hostile takeover and its effects on long-term economic growth if the UK legislation on takeover and mergers reforms. The U.S. legislation constitutes an important benchmark in this case. Managers in the UK can deploy various defensive tactics that help in keeping away any hostile takeover bids. For example, according to Anand, the poison pill dilutes any potential hostile takeover bid in case a bidder obtained higher target stocks than initially specified.¹² Hence, successful deployment of the poison pill strategy to keep off hostile bids requires managers and the board of directors to have the discretion to resist any hostile takeover bid. Indeed, instead of providing a playground for a hostile bidder, it is far better if the UK takeover regulation promotes good relationships with the favoured bidders. As Gatti observes, lock-up provisions and breakup fees can help to achieve this noble concern.¹³ In fact, many states around the globe have adopted anti-takeover laws with the sole purpose of slowing or preventing unwanted takeovers.

Anti-takeover laws employ different techniques that aim at enabling managers to resist actively any takeover that is deemed hostile. According to Rowoldt and Starke, the provisions include the fair-price plan, managers taking control of shareholders’ interest, and eliminating voting rights for bidders unless approval from shareholders left after the takeover is made.¹⁴ In fact, Hasani and Liu inform how the provision of fair prices limits “a bidder’s flexibility to effect a subsequent combination after acquiring control”.¹⁵ However, the UK forbids poison pills or any managerial involvements aimed at frustrating takeover bids unless where shareholders present an approval. Takeovers seek to enhance synergies. However, Callaghan argues that they increase returns on shareholders but to the disadvantage of employees and creditors in the UK.¹⁶ For example, a merger results in the laying off of some employees, a situation that Worthy claims have consequences on their future purchasing power and hence detrimental to the UK’s long-term economic growth.¹⁷ Consequently, it is most desirable to eliminate and prevent any value-decreasing takeovers to enhance economic development in the United Kingdom.

Main Argument

The literature review establishes that the UK’s regulations on takeovers and mergers allow hostile takeovers to occur. Indeed, between 1990 and 2005, Armour and Skeel confirm that 0.85% of the mergers in the UK were hostile compared to 0.57% in the U.S.¹⁸ To this extent, a major argument that the UK’s takeover regulations are unfavourable to the country’s long-term economic growth emerges. This situation calls for an urgent transformation in the UK. Arguing that rules 9, 21, and 23 of the UK City Code create a scenario that increases the possibility of hostile takeovers occurring does not imply that one is anti-business. Here, the primary concern is that hostile takeovers cause short-termism, which has a detrimental impact on the UK’s long-term economic growth and hence the need for reforms to restore sanity in the UK’s takeover regulations.

Evidence to Support the Main Argument

In support of the above argument, damages to the UK’s long-term economic growth are evident in the regulations’ inability to provide room for managers to take part in turning down any offensive bid through defensive tactics, yet they are the main repositories of the company’s information. The objective of such a denial is to ensure that shareholders have access to all information necessary during bidding decision-making processes. As the true owners, Hannigan asserts that shareholders have the obligation and right to determine the future of their company.¹⁹ However, in line with Kershaw’s views, takeovers, especially through mergers and acquisitions, lead to some employees’ lay-offs and the cutting of some business lines with suppliers.²⁰ The net effect is the reduction of the purchasing power of a significant portion of the people who initially relied on the operations of companies forming the merger for income as Liu reveals.²¹ Since such revenue is redistributed to the economy, in this case, the UK, any hostile bid should be avoided.

The case of Cadbury Plc and Kraft Food Incorporation underlines the need for changing takeover regulations in the UK. Dulo observes, “For Cadbury plc, the Takeover Panel issued a public criticism of Kraft Food Incorporation for certain statements made by Kraft about the future of Cadbury’s Somerdale factory in the context of its offer for Cadbury”.²² In fact, consistent with this assertion, the statements failed in meeting information accuracy requirements as stated under regulation 19.1 of the UK City Code. This situation points to the need for changing the UK’s takeover regulations to allow bidders to provide additional and detailed information on takeover bid financing, including any emerging effects and implications. It is important for various boards of target corporations to state their views, including the bidders’ intentions. In fact, according to Tsagas, even the case Cadbury Plc prompted the UK’s takeover panel to consider potential areas that required alterations in the regulations.²³ The case also evidences that short-term investors can proactively participate in pushing for bid acceptance without due consideration of the long-term economic implications of their actions.

Kraft’s short-term investors played an active role in accepting a condition of 50 percent plus one. Temporary shareholders bought shares after it came to public attention that an imminent possible offer was underway. According to the Companies Act of 2006 Section 983, through the voting power, as per their shareholding, such shareholders influenced the outcomes of the offers.²⁴ As argued in the literature review section, managers in the UK have no permission to participate in tactics that may frustrate a bid unless authorized by shareholders. Consequently, according to the rules presented in the UK Takeover Code, short-term shareholders who have no sufficient experience in a firm’s performance are required to authorize managers to take such initiatives to protect them from future losses.²⁵ However, considering the positive anticipation of the increased stock market prices, such shareholders are unlikely to do so. Nevertheless, an urgent change of the UK’s regulations on takeover and mergers is necessary to effectively manage the powers of new shareholders who buy shares just before takeover offers are made as Manne observes. For example, even without diverting from shareholder-oriented regulations, the disfranchisement of shareholders is necessary.²⁶ This strategy can ensure that only shareholders who hold shares before an offer is announced are allowed to take part in the voting, thereby effectively contributing to an appropriate acceptance threshold in line with the UK’s economic growth plan.

Counter-Argument

Without the consent of shareholders, Armour and Skeel assert that managers cannot utilize defensive tactics in takeover negotiations that have a net effect of frustrating the actualization of a bid.²⁷ This situation raises the question of whether the UK’s takeover regulations consider the role of managers as the shareholders’ appointed agents who make decisions on behalf of their employers. Arguably, managers have better access to all critical organizational information necessary during bid negotiations. Hence, making it mandatory for shareholders to consent to the use of defensive tactics implies that managers are denied their role in making and implementing vital strategic decisions that benefit the owners of companies, which are undergoing takeovers. A possible counter-argument is that many managers fail to comply with corporate governance principles and instead engage in defensive tactics with the objective of achieving personal interest to the disadvantage of shareholders.

Criticizing the Counter-Argument

The counter-argument may be refuted. The UK and the U.S. have similar corporate governance systems. However, regulations on takeovers in the two jurisdictions take different routes. The U.S. Delaware system permits managers to manoeuvre by employing defensive tactics without seeking consent from shareholders. This plan works well in America, a situation that raises the question of what may be wrong with the UK adopting a similar approach in its takeover regulations. For example, through the poison pills, Deakin and Slinger assert that scenarios such as the influence of short-term shareholders on bid-offer outcomes may be avoided.²⁸ In fact, mergers and acquisition deals are detrimental to the long-term economic growth in the UK akin to the possibility of laying off some employees and cutting links with some suppliers. This situation is worse upon considering a scenario where the acquiring firm has some hidden intentions, yet short-term investors have to give managers the authority to engage in defensive tactics aimed at frustrating a hostile bid through their share voting powers.

A proposal to disfranchise short-term shareholders’ voting power faces a counterargument that they bought shares from long-term investors during the offer period. Therefore, disfranchising them amounts to eroding their rights for taking control of the affairs of their company extended to them by the long-term shareholders. In other words, according to Gatti, disfranchisement negatively influences the principle of uninterrupted capital flows, hence rendering the concept of one share for one vote useless.²⁹

Summation and Conclusion

Different jurisdictions adopt diverse approaches to regulate takeovers. For example, although the U.S. adopts the Delaware system, the UK has a team that administers various regulations on takeovers and mergers. This difference exists amid the two jurisdictions having similar corporate law systems. The disparity has a detrimental effect on the UK’s system to the extent that it is more susceptible to hostile takeovers compared to America. The paper has suggested the need to curtail the possibilities of hostile takeovers in the effort to ensure that acquisitions and mergers produce positive effects on shareholders, employees, and any other parties such as suppliers. The paper has argued that takeovers should not have negative spillover effects that disadvantage all concerned parties to the detriment of the overall economic growth as witnessed in the UK.

Bibliography

Anand, Anita, ‘The Future of Position Pills in Canada: Are Takeover Bid Reforms Needed?’ (2015) 61 McGill LJ1.

Armour, John, and David Skeel, ‘Who Writes the Rules for Hostile Takeovers, and Why?” The Peculiar Divergence of US and UK Takeover Regulation’, (2007) 95 Georgetown Law Journal 1727.

Asker, John, Joan Farre-Mensa, and Alexander Ljungqvist, ‘Corporate Investment and Stock Market Listing: A Puzzle?’ (2015) 28 Review of Financial Studies 342.

Bates, Thomas, and David Becher, ‘Bid Resistance by Takeover Targets: Managerial Bargaining or Bad Faith?’ (2017) 53 Journal of Financial and Quantitative Analysis 837.

Callaghan, Helen, Who Cares About Financialization? (Max Planck Institute 2013).

Deakin, Simon, and Giles Slinger, ‘Hostile Takeovers, Corporate Law, and the Theory of the Firm’ (1997) 24 Journal of Law and Society 124.

Dulo, Donna, ‘Unmanned Aircraft: The Rising Risk of Hostile Takeover’ (2015) 34 IEEE Technology and Society Magazine 17.

Erel, Isil, Yeejin Jang, and Michael Weisbach, ‘Do Acquisitions Relieve Target Firm’s Financial Constraints?’ (2015) 70 Journal of Finance 289.

Gatti, Matteo, ‘The Power to Decide On Takeovers: Directors or Shareholders, What Difference Does It Make?’ (2014) 20 Fordham Journal of Corporate and Financial Law 73.

Greene, Daniel, ‘Valuations in Corporate Takeovers and Financial Constraints on Private Targets’ (2017) 52 Journal of Financial and Quantitative Analysis 1343.

Hannigan, Brenda, Company Law (4th edn, OUP 2015).

Hasani, Mohd, and Kai Liu, ‘A Legal Perspective of Hostile Takeover Defensive Measures in China and Malaysia’ (2014) 35 Bus LR 54.

Johnston, Andrew, ‘Takeover Regulation: Historical and Theoretical Perspectives on the City Code’ (2007) 66 Cambridge Law Journal 422.

Johnston, Andrew, ‘Takeovers’ in Peter Cane, Joanne Conaghan (eds), The New Oxford Companion to Law (OUP, 2008) 1152.

Jindra, Jan, and Thomas Moeller, ‘Target Financial Independence and Takeover Pricing’ (2015) 38 Journal of Financial Research 379.

Kershaw, David, Company Law in Context: Text and Materials (2nd edn, OUP 2012).

Liu, Baixiao, ‘The Disciplinary Role of Failed Takeover Attempts’ (2016) 39(1) Journal of Financial Research 63.

Manne, Henry, ‘Mergers and the Market for Corporate Control’ (1965) 73 Journal of Political Economy 110.

Rowoldt, Maximilian, and Dennis Starke, ‘The Role of Governments in Hostile Takeovers-Evidence from Regulation, Anti-Takeover Provisions, and Government Interventions’ (2016) 47 Intl Rev Law Econ 1.

Shenoy, Jaideep, ‘An Examination of the Efficiency, Foreclosure, and Collusion Rationales for Vertical Takeovers’ (2012) 58 Management Science 1482.

Shikha, Neeti, ‘Takeover Through Scheme of Arrangement: A Changing Trend in UK’ (2013) 38 The Journal for Decision Makers 87.

Tsagas, Georgina, ‘Long-Term Vision for UK Firms; Revisiting the Target Director’s Advisory Role since the Takeover of Cadbury’s PLC’ (2014) 14 Journal of Corporate Law Studies 241.

Worthy, Ben, ‘Ending in Failure? The Performance of ‘Takeover’ Prime Ministers 1916-2016’ (2016) 87 Public Quarterly 509.

Companies Act 2006, ss983.

The UK Takeover Code. Web.

Footnotes

1. Neeti Shikha, ‘Takeover Through Scheme of Arrangement: A Changing Trend in the UK’ (2013) 38 The Journal for Decision Makers 87, 88.
2. Jan Jindra, and Thomas Moeller, ‘Target Financial Independence and Takeover Pricing’ (2015) 38 Journal of Financial Research 379, 383.
3. Andrew Johnston, ‘Takeover Regulation: Historical and Theoretical Perspectives on the City Code’ (2007) 66 Cambridge Law Journal 422.
4. John Armour, and David Skeel, ‘Who Writes the Rules for Hostile Takeovers, and Why?” The Peculiar Divergence of US and UK Takeover Regulation’, (2007) 95 Georgetown Law Journal 1727, 1729.
5. Andrew Johnston, ‘Takeovers’ in Peter Cane, Joanne Conaghan (eds), The New Oxford Companion to Law (OUP, 2008) 1152.
6. John Asker, Joan Farre-Mensa, and Alexander Ljungqvist, ‘Corporate Investment and Stock Market Listing: A Puzzle?’ (2015) 28 Review of Financial Studies 342, 347.
7. Isil Erel, Yeejin Jang, and Michael Weisbach, ‘Do Acquisitions Relieve Target Firm’s Financial Constraints?’ (2015) 70 Journal of Finance 289, 295.
8. Jaideep Shenoy, ‘An Examination of the Efficiency, Foreclosure, and Collusion Rationales for Vertical Takeovers’ (2012) 58 Management Science 1482, 1484.
9. Thomas Bates, and David Becher, ‘Bid Resistance by Takeover Targets: Managerial Bargaining or Bad Faith?’ (2017) 53 Journal of Financial and Quantitative Analysis 837, 839.
10. John Armour, and David Skeel, ‘Who Writes the Rules for Hostile Takeovers, and Why?” The Peculiar Divergence of US and UK Takeover Regulation’, (2007) 95 Georgetown Law Journal 1727, 1729.
11. Daniel Greene, ‘Valuations in Corporate Takeovers and Financial Constraints on Private Targets’ (2017) 52 Journal of Financial and Quantitative Analysis 1343, 1345.
12. Anita Anand, ‘The Future of Position Pills in Canada: Are Takeover Bid Reforms Needed?’ (2015) 61 McGill LJ1, 14.
13. Matteo Gatti, ‘The Power to Decide On Takeovers: Directors or Shareholders, What Difference Does It Make?’ (2014) 20 Fordham Journal of Corporate and Financial Law 73, 75.
14. Maximilian Rowoldt, and Dennis Starke, ‘The Role of Governments in Hostile Takeovers-Evidence from Regulation, Anti-Takeover Provisions, and Government Interventions’ (2016) 47 Intl Rev Law Econ 1, 8.
15. Mohd Hasani, and Kai Liu, ‘A Legal Perspective of Hostile Takeover Defensive Measures in China and Malaysia’ (2014) 35 Bus LR 54, 55.
16. Helen Callaghan, Who Cares About Financialization? (Max Planck Institute 2013) 32.
17. Ben Worthy, ‘Ending in Failure? The Performance of ‘Takeover’ Prime Ministers 1916-2016’ (2016) 87 Public Quarterly 509, 511.
18. John Armour, and David Skeel, ‘Who Writes the Rules for Hostile Takeovers, and Why?” The Peculiar Divergence of US and UK Takeover Regulation’, (2007) 95 Georgetown Law Journal 1727, 1739.
19. Brenda Hannigan, Company Law (4th edn, OUP 2015) 23.
20. David Kershaw, Company Law in Context: Text and Materials (2nd edn, OUP 2012) 7.
21. Baixiao Liu, ‘The Disciplinary Role of Failed Takeover Attempts’ (2016) 39(1) Journal of Financial Research 63, 64.
22. Donna Dulo, ‘Unmanned Aircraft: The Rising Risk of Hostile Takeover’ (2015) 34 IEEE Technology and Society Magazine 17.
23. Georgina Tsagas, ‘Long-Term Vision for UK Firms; Revisiting the Target Director’s Advisory Role since the Takeover of Cadbury’s.PLC’ (2014) 14 Journal of Corporate Law Studies 241, 243.
24. Companies Act 2006, ss983.
25. The UK Takeover Code. Web.
26. Henry Manne, ‘Mergers and the Market for Corporate Control’ (1965) 73 Journal of Political Economy 110.
27. John Armour, and David Skeel, ‘Who Writes the Rules for Hostile Takeovers, and Why?” The Peculiar Divergence of US and UK Takeover Regulation’, (2007) 95 Georgetown Law Journal 1727, 1729.
28. Simon Deakin and Giles Slinger, ‘Hostile Takeovers, Corporate Law, and the Theory of the Firm’ (1997) 24 Journal of Law and Society 124.
29. Matteo Gatti, ‘The Power to Decide On Takeovers: Directors or Shareholders, What Difference Does It Make?’ (2014) 20 Fordham Journal of Corporate and Financial Law 73, 132.