The Role of Mandatory Bid Rules in the Market for Corporate Control: A Perspective of Legal Transplantation and Varieties of Capitalism

Abstract

Mandatory Bid Rules (MBRs) constitute a pivotal legal mechanism for safeguarding shareholder rights in transactions involving shifts in corporate control. However, their institutional manifestations diverge significantly across jurisdictions. Existing scholarship often overlooks the embeddedness of these rules within distinct varieties of capitalism. This article adopts a comparative legal methodology, focusing on the United Kingdom, the United States, and Japan. By integrating the theoretical lenses of legal transplantation and the Varieties of Capitalism (VoC) framework, the study analyzes the design rationale and operational dynamics of MBRs in each jurisdiction. The findings reveal that MBR regimes reflect divergent governance preferences: liberal market economies tend to rely on market mechanisms and corporate autonomy, whereas coordinated market economies emphasize institutional protection and stakeholder balancing. The efficacy of MBRs is closely tied to their alignment with domestic financial structures and governance cultures. The article contends that MBRs are not universally applicable instruments; rather, their success hinges on institutional compatibility and systemic coherence. For emerging economies, the focus should shift from formal legal transplants to context-sensitive institutional evolution, fostering gradual improvements in governance frameworks.