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Name: Ewa Maria Kruszewska

PhD: PhD in Law, University of Nottingham

Thesis Title: Regulation of Takeover Defences in China: A Critical Review and Proposals for Reform.


Thesis Description:

Despite its impressive economic growth, many firms in China suffer from weak financial performance. Corporate takeovers are often considered a miracle cure for the problems of underperforming companies as they help to monitor and discipline managers ex ante, they allow replacing the board that deviates from the firm’s interests, they may even lower the company’s costs and boost development due to the possible synergies. That is why many practitioners and academics encourage pro-takeover regulations and advocate for the prohibition of the target board’s right to defend the firm against unwelcome acquisition.

My doctoral research concerns the regulation of M&A activities in China, with a focus on hostile takeovers and takeover defences. China is a fascinating, yet very complex jurisdiction with many unique characteristics. The aim of my research is to put forward a reform proposal for China drawing from the experiences of more mature British and American jurisdictions, which in fact, served as an inspiration and a regulatory example for the Chinese policymakers and regulators during the legislation process. ‘Law in context’ approach is adopted in my research. A broader context in which corporate takeovers occur as well as an effect of the current takeover regulations on stakeholders and long-term and short-term shareholders in the UK and US is carefully examined in my thesis before giving final recommendations for China.

My research is very relevant and of interest to the global business community, particularly since Vanke China, the biggest Chinese real estate developer, has become a target of an unsolicited takeover attempt by Baoneng Group in 2015. While the battle is still ongoing, the practitioners and scholars from all over the world are in waiting on the further development of the events. If successful, this takeover would be considered a milestone in the advancement of the market for corporate control in China. 


Supervisors and Institution(s): 

Dr Sandra Frisby - University of Nottingham

Dr Ping Wang - University of Nottingham


Scholarly / Public Engagement Activities:

Year 2015

  • Summer School “Law and Economics: Competition and Market Regulation in Europe and China” - Fudan University
  • Summer School “Law and Economics: Corporate Governance after the Financial Crisis and Mergers & Acquisitions” - Utrecht University
  • ‘The Impact of Merger Control Regulations on M&A Activities in China’ presented at: PhD Seminar Series, University of Nottingham, November 2015

Year 2016

  • Visiting Scholar at Columbia Law School, Columbia University in the City of New York
  • 'Target Board's Possible Response to a Hostile Takeover Attempt in China: A Case Study of Vanke v. Baoneng' presented at: 5th International Conference on Business and Economic Development', April 2016. Awarded the Pest Presenter for Finance, Accounting & Organisational Structure track

  • 'Regulations of Hostile Takeovers in the US, the UK and China: a Critical Analysis and Reform Proposal for China' - doctoral research presentation at the Visiting Scholar Forum at Columbia Law School, April 2016

  • ‘Interest of the Employees in the Context of Hostile Takeovers in the EU’ presented at: 3rd Annual Conference on CSR, Sustainability, Ethics & Governance. ‘Sustainable Management as a New Business Paradigm, Germany, August 2016

  • Can Hostile Takeovers Improve Financial Performance of the Chinese Firms?’ presented at: Joint Annual Conference of UK (27th) and EU (8th) Chinese Economic Association, ‘Second International Forum on the New Silk Road and Sino-European Cooperation’ Germany, September 2016
  • Target Board’s Possible Response to a Hostile Takeover Attempt in China: A Case Study of Vanke vs Baoneng – un update.’ presented at: 10th Annual Conference of European China Legal Studies, Italy, September 2016


Other Research Interests:

  • Corporate Governance
  • Takeovers Law
  • Comparative Corporate Law
  • M&A Deal-making
  • Merger Control
  • Chinese Law

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