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LL.M. student Allan Binns writes guide for takeovers in Panama


Since joining Penn State Law in 2011, LL.M. student Allan Binns has become a published author. His book, La Oferta Pública de Adquisición en Panamá was released in December and he is already planning a sequel.

What topics do you cover in your book?

This book, which translates to "Tender Offers in Panama: Study for Lawyers and Investors," explains the main aspects of tender offers, which is one of the mechanisms by which an investor (either an individual or another corporation) can take control or ownership of a corporation listed on a stock exchange. Together with mergers and direct purchases of controlling blocks of shares, it is one of the most common mechanisms used today in the financial markets.

This book compares the Panamanian regulation of tender offers with the regulation of the U.S. (the Williams Act), the U.K. (the City Code on Takeovers and Mergers) and the European Union (European Directive on Takeovers), which are the landmark regulatory models that have influenced takeover regulation all around the world.

When and why did you write the book?

The idea started in 2006, when I was working as a paralegal in the Capital Markets Department at a law firm in Panama. Because I had the opportunity to assist partners in two major takeovers, and I was fascinated, I think the topic chose me. I decided to do my LL.B.’s graduation thesis about it. I had also noticed that there was not any publication in Panama about mergers and acquisition (M&A) topics.

I finished the thesis in 2008. I defended it the same year, and it was recommended for publication. Later in 2009 with the help of some professors and colleagues, the University of Panama agreed to fully sponsor its publication. From that moment on, I worked with University Editorial in the editing and all the paperwork involved up until the release in December 2011.

Who do you hope will read the book?

As the title indicates, the goal of this book was to make a guide that could be used either by lawyers or potential investors, both Panamanian or foreign, who intend to acquire controlling participation in Panamanian publicly-traded companies. The book was written in plain language so, without disregarding the precise legal and financial terminology, it can be read by non-lawyers or non-financial professionals.

How does your study here at Penn State Law compliment the work you have done in your native country?

The main reason that I decided to enroll in the Penn State LL.M. was to work under Professor Samuel Thompson, who directs Penn State’s Center for the Study of Mergers and Acquisitions. He is one of the — if not the — leading and world-recognized scholars in this field. Currently, I’m taking courses with him and working as one of his research assistants.

I have no doubt that the "M&A focus" of my LL.M. and the experience of working with Professor Thompson will provide me with the tools to be a better M&A practitioner, whether it will be here in the U.S. or in Panama; and will provide me with the knowledge to continue writing about Mergers & Acquisitions topics.

So you plan another book?

Definitely. With the knowledge that I will acquire by doing research for Professor Thompson, I plan to work on a second, more comprehensive book that will address not only tender offers, but other types of takeover mechanisms: open-market purchase of shares, direct purchase of controlling blocks of shares, and mergers.

It will be sort of the "Guide for Mergers and Acquisitions in Panama." Again, it will be highly focused in comparing the Panamanian regulation with U.S. model, which has influenced most corporate laws around the world, and which I will better understand after the Penn State LL.M. and sitting for the New York Bar Exam.

 

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