Izvorni znanstveni članak
Challenges to the Takeover Early Warning System in the Eu: the Case of Germany
Danijel Stanković
Sažetak
The paper shows the regulation of particular duties of investors
and issuers in relation to direct or indirect holdings of publicly
listed shares, building together an early warning system indicating an
imminent change of control in companies.
The early warning system is based on several duties, including: (1)
the duty to disclose changes in the shareholdings in public companies
above and below certain thresholds; (2) the duty to submit a takeover
bid after reaching a certain threshold (the so-called controlling stake)
or to publish forthwith a decision to launch a voluntary bid; (3) the
duty to disclose in a timely manner relevant price-sensitive information
in order to prevent insider dealing, as well as not to distribute any
misleading information that would manipulate the market. The system
is underpinned by the concept of ‘acting in concert’ whereby these
three duties can be triggered with respect to more investors acting as
a group with a view to acquiring or divesting shares in a company in
order to influence the management of the company who would otherwise,
individually, remain below the relevant thresholds.
The purpose of the early warning system is to protect participants
of the capital markets, minority shareholders and other stakeholders
(management board members, creditors, employees, local communities,
etc). The protection is achieved through increased transparency
of the capital markets which enables the timely reaction of all interested
parties: either by selling or buying the shares or by the activation
of defence strategies before the actual change of control takes place.
The paper also comments on recent changes in EU and German securities
legislation.
Ključne riječi
Hrčak ID:
131648
URI
Datum izdavanja:
17.12.2014.
Posjeta: 1.880 *