Download e-book for iPad: Common Legal Framework for Takeover Bids in Europe (Law by Dirk Van Gerven

By Dirk Van Gerven

ISBN-10: 0521516706

ISBN-13: 9780521516709

The Council Directive of 21 April 2004 on takeover bids units forth the final ideas acceptable to takeover bids and clarifies yes minimal ideas with appreciate to the strategy for a takeover bid, the duty to make a compulsory bid within the occasion a minimal threshold is crossed and the bulk shareholder's squeeze-out correct in addition to the minority shareholders' sell-out correct. in addition, the Directive defines the authority that's useful to approve provide files and supervise takeover bids, and offers for not obligatory regulations at the activities of the objective company's administration and on defence mechanisms. This ebook discusses the Takeover Directive and its enforcing ideas in each one Member country of the eu Union and the eu financial region, offering businesses and their advisors with important perception into the felony framework and rules acceptable to takeover bids within the zone.

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Additional resources for Common Legal Framework for Takeover Bids in Europe (Law Practitioner Series) (Volume 2)

Sample text

Second, following an application by the offeree company, the CySEC may grant an extension with a view to allowing the offeree company to call a general meeting of shareholders and consider the bid. If such an extension is given, the CySEC will notify the bidder, who in turn is required to make a relevant announcement. Finally, following an application by the bidder, the CySEC may grant a time extension if the bidder gives at least two weeks’ notice before the expiration of the original period for acceptance defined in the offer document.

9 approve the issuance of new securities offered as consideration; (ii) submit any necessary application to obtain the relevant administrative permits or approvals from other authorities; (iii) commence the relevant legal or economic audit; and (iv) generally make every possible effort to ensure that all the necessary measures have been taken for the commencement of any procedure that will facilitate the satisfaction of the preconditions the announced intention is subject to. When the deadline set by the CySEC expires, the offeror is required to clarify his position by announcing his final decision either to make a bid, which may be subject to hitherto unfulfilled preconditions, or to refrain from it.

Scenarios that may justify such withdrawal are, for example, when the general meeting of the shareholders of the offeror refuses to approve the issuance or allotment of new securities or when the offeror does not obtain the necessary administrative permit or approval to acquire the securities subject to the bid and in particular any necessary approval according to the applicable competition law. As to the ramifications of a withdrawal, those include the prohibition imposed upon the offeror and persons acting in concert with him to announce within six months from the date of the withdrawal of the announcement a bid or possible bid for the offeree company, including a partial bid, which would result in obtaining shares carrying 30 per cent or more of the voting rights of the offeree company or to make any statement which raises or confirms the possibility that a bid might be made for the offeree company.

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Common Legal Framework for Takeover Bids in Europe (Law Practitioner Series) (Volume 2) by Dirk Van Gerven


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