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Friday, July 15, 2011

NYSE takeover is one step closer

Deutsche Boerse shareholders approved the company's takeover of the New York Stock Exchange.


NEW YORK (CNNMoney) -- The proposed $10 billion takeover of the operator of the New York Stock Exchange has received preliminary approval from Deutsche Boerse shareholders, the companies announced Thursday.
NYSE Euronext said in a statement that 80% of Deutsche Boerse shareholders have tendered their shares, exceeding the required 75% needed to approve the merger.
Last week, shareholders representing at least 96% of NYSE Euronext shares approved the deal.
The development clears the way for the creation of the world's largest exchange for stocks and derivatives.
The deadline for Deutsche Boerse shareholders to accept the offer was Wednesday. The companies said final results will be released Friday.
Why stock exchanges have merger fever
The deal, which was announced in February, is still subject to approval by regulatory agencies in the United States and Europe.
The Nasdaq OMX Group and the IntercontinentalExchange had proposed a rival bid for NYSE Euronext. But the offer was withdrawn in May after the U.S. government threatened to file an antitrust lawsuit to block the deal.
Under the terms of the deal with Deutsche Boerse, shareholders of NYSE Euronext will trade in their shares, at an exchange rate of one Euronext share for 0.47 share of the German company.
NYSE's grab at a $3.7 quadrillion market
The combined company would be majority owned by Deutsche Boerse shareholders.
The combined exchange would have a total revenue of $5.4 billion, creating the world's largest exchange by revenue.
The exchange would be headquartered in New York and Frankfurt.
Shares of NYSE Euronext (NYX, Fortune 500) were little changed at $38.83 in late morning trading.  
First Published: July 14, 2011: 11:57 AM ET


http://money.cnn.com/2011/07/14/news/companies/nyse_deutsche_boerse_merger/index.htm



Deutsche Börse Company By Wikipedia
More than 3,200 employees service customers in Europe, the U.S. and Asia. Deutsche Börse has locations in Germany, LuxembourgSwitzerlandCzech Republic and Spain, as well as representative offices in BeijingLondon,ParisChicagoNew YorkHong Kong, and Dubai.
FWB Frankfurter Wertpapierbörse (Frankfurt Stock Exchange), is one of the world's largest trading centers for securities. With a share in turnover of around 90 percent, it is the largest of the German stock exchanges. Deutsche Börse AG operates the Frankfurt Stock Exchange.
Deutsche Börse is the owner of Clearstream, a clearing house based in Luxembourg, and Market News International (MNI), a global financial news agency.

[]Mergers and acquisitions

Since 2007 Deutsche Börse operates the joint venture Scoach with SIX Swiss Exchange to provide a European derivative trading platform.
In 2001, Deutsche Börse tried to merge with the London Stock Exchange, followed in 2006 by a takeover bid, both rejected by LSE. After CEO Werner Seifert was forced to resign by the main shareholders in 2005, Deutsche Börse changed plans and entered into advanced negotiations for a merger with Euronext which would have brought two of the biggest stock exchanges in Europe into one holding. The New York Stock Exchange beat out Deutsche Börse's final bid for Euronext in 2006.

[]NYSE Euronext merger

On 7 December 2008, Deutsche Boerse rebuffed rumors that it might join with NYSE Euronext to create the world's leading stock exchange.[2] While the company claims that it pursued the matter, on December 8, 2008 it reported that talks with which began on November 25, 2008 were closed without any result due to differences in valuation of the company.[3]
Deutsche Börse had also considered the acquisition again in 2009.[citation needed]
On 9 February, 2011, reports suggested that NYSE Euronext and Deutsche Börse were in advanced talks[4] about an all-stock merger. Deutsche Börse was in advanced talks to buy NYSE Euronext in a deal that would create the world's largest trading powerhouse. The shares of both companies were temporarily frozen on the news due to the risk of large price movements and clarifications of the deal. A successful deal would see the new company becoming the world's largest stock exchange operator with a market capitalisation of listed companies equal to US$15 Trillion, US$13.39 Trillion of which is part of the much larger NYSE Euronext, which is approximately 6 times the size of Deutsche Börse.
President and deputy CEO of NYSE Euronext Dominique Cerutti would become the new company's president and head of commercial and internal technology. Roland Bellegarde, also of NYSE Euronext, would become the head of European cash equities. The new company would potentially have 300 million euros (US$410 million) in cost savings. However, the merger would be subject to review in both the United States and European Union under concerns it could create a "de facto monopoly."[5] NYSE Euronext shareholders will vote on Deutsche Börse’s all-stock deal, on July 7, and Deutsche Börse shareholders have to vote on the deal by July 13. [6]


Since 2007 Deutsche Börse operates the joint venture Scoach with SIX Swiss Exchange to provide a European derivative trading platform.
In 2001, Deutsche Börse tried to merge with the London Stock Exchange, followed in 2006 by a takeover bid, both rejected by LSE. After CEO Werner Seifert was forced to resign by the main shareholders in 2005, Deutsche Börse changed plans and entered into advanced negotiations for a merger with Euronext which would have brought two of the biggest stock exchanges in Europe into one holding. The New York Stock Exchange beat out Deutsche Börse's final bid for Euronext in 2006.

[]NYSE Euronext merger

On 7 December 2008, Deutsche Boerse rebuffed rumors that it might join with NYSE Euronext to create the world's leading stock exchange.[2] While the company claims that it pursued the matter, on December 8, 2008 it reported that talks with which began on November 25, 2008 were closed without any result due to differences in valuation of the company.[3]
Deutsche Börse had also considered the acquisition again in 2009.[citation needed]
On 9 February, 2011, reports suggested that NYSE Euronext and Deutsche Börse were in advanced talks[4] about an all-stock merger. Deutsche Börse was in advanced talks to buy NYSE Euronext in a deal that would create the world's largest trading powerhouse. The shares of both companies were temporarily frozen on the news due to the risk of large price movements and clarifications of the deal. A successful deal would see the new company becoming the world's largest stock exchange operator with a market capitalisation of listed companies equal to US$15 Trillion, US$13.39 Trillion of which is part of the much larger NYSE Euronext, which is approximately 6 times the size of Deutsche Börse.
President and deputy CEO of NYSE Euronext Dominique Cerutti would become the new company's president and head of commercial and internal technology. Roland Bellegarde, also of NYSE Euronext, would become the head of European cash equities. The new company would potentially have 300 million euros (US$410 million) in cost savings. However, the merger would be subject to review in both the United States and European Union under concerns it could create a "de facto monopoly."[5] NYSE Euronext shareholders will vote on Deutsche Börse’s all-stock deal, on July 7, and Deutsche Börse shareholders have to vote on the deal by July 13. [6]

The development of a separate board of directors to manage the company has occurred incrementally and indefinitely over legal history. Until the end of the 19th century, it seems to have been generally assumed that the general meeting (of all shareholders) was the supreme organ of the company, and the board of directors was merely an agent of the company subject to the control of the shareholders in general meeting.[12]
However, by 1906, the English Court of Appeal had made it clear in the decision of Automatic Self-Cleansing Filter Syndicate Co v Cunningham [1906] 2 Ch 34 that the division of powers between the board and the shareholders in general meaning depended on the construction of the articles of association and that, where the powers of management were vested in the board, the general meeting could not interfere with their lawful exercise. The articles were held to constitute a contract by which the members had agreed that "the directors and the directors alone shall manage."[13]
The new approach did not secure immediate approval, but it was endorsed by the House of Lords in Quin & Axtens v Salmon [1909] AC 442 and has since received general acceptance. Under English law, successive versions of Table A have reinforced the norm that, unless the directors are acting contrary to the law or the provisions of the Articles, the powers of conducting the management and affairs of the company are vested in them.
The modern doctrine was expressed in Shaw & Sons (Salford) Ltd v Shaw [1935] 2 KB 113 by Greer LJ as follows:
"A company is an entity distinct alike from its shareholders and its directors. Some of its powers may, according to its articles, be exercised by directors, certain other powers may be reserved for the shareholders in general meeting. If powers of management are vested in the directors, they and they alone can exercise these powers. The only way in which the general body of shareholders can control the exercise of powers by the articles in the directors is by altering the articles, or, if opportunity arises under the articles, by refusing to re-elect the directors of whose actions they disapprove. They cannot themselves usurp the powers which by the articles are vested in the directors any more than the directors can usurp the powers vested by the articles in the general body of shareholders."
It has been remarked that this development in the law was somewhat surprising at the time, as the relevant provisions in Table A (as it was then) seemed to contradict this approach rather than to endorse it.[14]

[]Election and removal

In "most" legal systems, the appointment and removal of directors is voted upon by the shareholders in general meeting[15] or through a proxy statement. For publicly-traded companies in the U.S., the directors which are available to vote on are largely selected by either the board as a whole or a nominating committee.[16]Although in 2002 the NYSE and the NASDAQ required that nominating committees consist of independent directors as a condition of listing,[17] nomination committees have historically received input from management in their selections even when the CEO does not have a position on the board.[16] Shareholder nominations can only occur at the general meeting itself or through the prohibitively expensive process of mailing out ballots separately; in May 2009 the SEC proposed a new rule allowing shareholders meeting certain criteria to add nominees to the proxy statement.[18] In practice for publicly-traded companies, the managers (inside directors) who are purportedly accountable to the board of directors have historically played a major role in selecting and nominating the directors who are voted on by the shareholders, in which case more "gray outsider directors" (independent directors with conflicts of interest) are nominated and elected.[16]
Directors may also leave office by resignation or death. In some legal systems, directors may also be removed by a resolution of the remaining directors (in some countries they may only do so "with cause"; in others the power is unrestricted).
Some jurisdictions also permit the board of directors to appoint directors, either to fill a vacancy which arises on resignation or death, or as an addition to the existing directors.
In practice, it can be quite difficult to remove a director by a resolution in general meeting. In many legal systems, the director has a right to receive special notice of any resolution to remove him or her;[19] the company must often supply a copy of the proposal to the director, who is usually entitled to be heard by the meeting.[20]The director may require the company to circulate any representations that he wishes to make.[21] Furthermore, the director's contract of service will usually entitle him to compensation if he is removed, and may often include a generous "golden parachute" which also acts as a deterrent to removal.[citation needed]
In a recent academic study that was published in the Journal of FinanceDrexel University’s LeBow College of Business professors Jie Cai, Jacqueline Garner, and Ralph Walkling examined how corporate shareholders voted in nearly 2,500 director elections in the United States. They found that directors received fewer votes from shareholders when their companies performed poorly, had excess CEO compensation, or had poor shareholder protection. They also found that directors received fewer votes when they did not regularly attend board meetings or received negative recommendations from RiskMetrics (a proxy advisory firm). This evidence suggests that some shareholders express their displeasure with a company by voting against its directors. The article also shows that companies often improve their corporate governance by removing poison pills or classified boards and by reducing excessive CEO pay after their directors receive low shareholder support.[22]
Board accountability to shareholders is a recurring issue. In 2010, the New York Times noted that several directors who had overseen companies which had failed in the financial crisis of 2007–2010 had found new positions as directors.[23]

[]Exercise of powers

The exercise by the board of directors of its powers usually occurs in board meetings. Most legal systems require sufficient notice to be given to all directors of these meetings, and that a quorum must be present before any business may be conducted. Usually, a meeting which is held without notice having been given is still valid if all of the directors attend, but it has been held that a failure to give notice may negate resolutions passed at a meeting, because the persuasive oratory of a minority of directors might have persuaded the majority to change their minds and vote otherwise.[24]
In most common law countries, the powers of the board are vested in the board as a whole, and not in the individual directors.[25] However, in instances an individual director may still bind the company by his acts by virtue of his ostensible authority (see also: the rule in Turquand's Case).
Germany DAX companies of Germany
Adidas · Allianz · BASF · Bayer · Beiersdorf · BMW · Commerzbank · Daimler · Deutsche Bank · Deutsche Börse · Deutsche Post · Deutsche Telekom · E.ON · Fresenius ·Fresenius Medical Care · HeidelbergCement · Henkel · Infineon Technologies · K+S · Linde · Lufthansa · MAN · Merck · METRO · Munich Re · RWE · SAP · Siemens · ThyssenKrupp · Volkswagen 


AssociatesDepository Trust & Clearing Corporation  · Financial Industry Regulatory Authority 
(FINRA)  · LCH.Clearnet  · Options Clearing Corporation  · Takasbank

Correspondents
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http://en.wikipedia.org/wiki/Deutsche_B%C3%B6rse

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