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Anti-Takeover Measures and Position of the Target Company Bord in Takeover Procedures

Dionis Jurić ; Pravni fakultet Sveučilišta u Rijeci
Antonia Zubović ; Pravni fakultet Sveučilišta u Rijeci

Puni tekst: hrvatski pdf 906 Kb

str. 291-331

preuzimanja: 3.206



A takeover procedure and obligation of person who acquires controlling stake in target company to make a mandatory bid represent a protective tool for minority shareholders in the target company. Management and supervisory board of the target company are obliged to protect interests of minority shareholders in case of a hostile takeover. Board neutrality rule is a consequence of management and supervisory board position described above during the takeover procedure. This rule means that the management and supervisory board have to obtain a prior authorization of target company shareholders before taking reactive anti-takeover measures. These measures can improve terms in the mandatory bid. On the other hand, application of the breakthrough rule guarantees to offeror acquisition and realization of control in the target company during and after termination of the takeover procedure. This rule eliminates preventive anti-takeover measures provided in the target company articles of associations and contractual agreements between the target company shareholders. Croatian legislator has partially accepted solutions of the Thirteen Directive on Takeover Bids, and therefore, the 2007 Takeover Act has to be further amended and supplemented.

Ključne riječi

anti-takeover measures, board neutrality rule, breakthrough rule, comparative law

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Podaci na drugim jezicima: hrvatski

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