By Dirk Van Gerven
The Council Directive of 21 April 2004 on takeover bids units forth the overall rules acceptable to takeover bids and clarifies sure minimal principles with admire to the method 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. moreover, the Directive defines the authority that's powerfuble to approve supply files and supervise takeover bids, and gives for non-compulsory regulations at the activities of the objective company's administration and on defence mechanisms. This publication discusses the Takeover Directive and its imposing ideas in every one Member nation of the ecu Union and the eu monetary sector, supplying businesses and their advisors with valuable perception into the felony framework and ideas appropriate to takeover bids within the zone.
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Extra info for Common Legal Framework for Takeover Bids in Europe (Law Practitioner Series) (Volume 2)
Due to the late transposition of the Takeover Directive the European Commission sent in December 2006 a reasoned opinion to the Cyprus Government. The procedure has not however reached the litigious stage before the European Court of Justice. 2 Directive TB 1/2007 on the announcement of intention or firm intention to make a takeover bid, Official Gazette of the Republic of Cyprus, Issue No. 4188, Appendix 3, Part 1, p. 957; Directive TB 2/2007 on the charges payable regarding a takeover bid, Official Gazette of the Republic of Cyprus, Issue No.
First, the bid must in principle be made for the total of the offeree company securities. The submission of a partial takeover bid is prohibited, without prior approval by the CySEC (Art. 12 Law). A person making a partial takeover bid for the acquisition of securities is required to set a maximum and a minimum number of securities he is bound to accept, in order for the partial takeover bid to be considered successful. 5 from 30 to 50 per cent of the voting rights of a company. The examination of the partial takeover bid carries a charge of €854 (Art.
27 30 The time limit for the acceptance of a bid is determined by the bidder in the offer document and may not be less than thirty days or more than fifty-five days from the date the offer document was posted to the recipients or was listed on the internet site of the bidder, as the case may be (Art. 24 Law). The acceptance period may not in principle be extended. There are three exemptions from that rule, however. First, the time limit will be extended in the event of a revised or competing bid.