Page 12 - מיזוגים ורכישות - פרופ' אהוד קמר 2022
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Acceptance and disclosure (Articles 7 and 8)
Member States must provide for a period of between two and ten weeks for
acceptance of the bid. Conditions for prolonging this period are provided. The bid must
be made public to ensure the transparency and integrity of the transaction and to avoid
the dissemination of misleading information.
Defensive action prohibition (Article 9)
Shareholder approval must be obtained before the board of the offeree company
can take any action that may frustrate the offer. Approval is required in the period
starting when the bid becomes public and ending when the result is announced or the bid
lapses. It is considered important for shareholders to have the right to decide on the
merits of a bid at any time without management interference in the bid process.3
Article 9 has been a political hot potato. As a result, Article 12 of the Directive
permits Member States to choose whether to implement the defensive action
prohibition.
Transparency (Article 10)
Companies are required to include certain information in their annual reports,
such as information on the structure of their capital, restrictions on transfer of securities,
significant shareholdings and any special rights attaching to them, employee share
schemes, and restrictions on voting rights. The board must present an explanatory report
at the annual general meeting on these issues.
Breakthrough (Article 11)
These provisions nullify restrictions on the transfer of shares and voting
restrictions, in each case whether provided for in the articles of association or agreements
between shareholders, in a takeover situation. Further, in a general meeting to approve
defensive measures, multiple voting securities will only carry one vote.
3 Melanie Johnson MP, Parliamentary Under Secretary of State for Competition, Consumers and
Markets, Department of Trade and Industry.
8
Member States must provide for a period of between two and ten weeks for
acceptance of the bid. Conditions for prolonging this period are provided. The bid must
be made public to ensure the transparency and integrity of the transaction and to avoid
the dissemination of misleading information.
Defensive action prohibition (Article 9)
Shareholder approval must be obtained before the board of the offeree company
can take any action that may frustrate the offer. Approval is required in the period
starting when the bid becomes public and ending when the result is announced or the bid
lapses. It is considered important for shareholders to have the right to decide on the
merits of a bid at any time without management interference in the bid process.3
Article 9 has been a political hot potato. As a result, Article 12 of the Directive
permits Member States to choose whether to implement the defensive action
prohibition.
Transparency (Article 10)
Companies are required to include certain information in their annual reports,
such as information on the structure of their capital, restrictions on transfer of securities,
significant shareholdings and any special rights attaching to them, employee share
schemes, and restrictions on voting rights. The board must present an explanatory report
at the annual general meeting on these issues.
Breakthrough (Article 11)
These provisions nullify restrictions on the transfer of shares and voting
restrictions, in each case whether provided for in the articles of association or agreements
between shareholders, in a takeover situation. Further, in a general meeting to approve
defensive measures, multiple voting securities will only carry one vote.
3 Melanie Johnson MP, Parliamentary Under Secretary of State for Competition, Consumers and
Markets, Department of Trade and Industry.
8
