Κατεύθυνση Εταιρείες και ΧρηματοδότησηLibrary of the School of Law
Ιωάννης Βενιέρης, Επίκουρος Καθηγητής Νομικής Σχολής ΕΚΠΑ
Νικόλαος Βερβεσός, Επίκουρος Καθηγητής Νομικής Σχολής ΕΚΠΑ
Χριστίνα Λιβαδά, Επίκουρη Καθηγήτρια Νομικής Σχολής ΕΚΠΑ
Η προστασία των μετόχων στην υποβολή δημόσιας πρότασης εξαγοράς
The protection of shareholders in the submission of a public takeover bid
The Public Offering is a very effective method of acquiring companies and in particular public limited companies, which have listed shares.
in any organized market. The acquisition aims to acquire control of the "listed SA", ie the possibility of decisive influence in the management of the company and
how to achieve the corporate purpose, as it could be defined under company law. The concept of auditing SA lacks a strictly defined content. Influence on the management of the company can be achieved by the direct or indirect possession of the majority of voting rights or its control on the basis of a relevant contract, by controlling its composition.
of the Board of Directors through a relevant agreement but also with the possession of a percentage of voting rights less than the majority in case the share capital presents a large dispersion as it happens mainly in the listed SAs. The possibility of influencing the management of the company is mainly identified with the power of appointment of the majority of its members
ΔΣ. Directive 2004/25 / EC explicitly provides that "if a natural or legal person, by reason of the acquisition by him or by persons acting in consultation with him, holds in his possession company titles, which, in addition to any its existing holdings and the holdings of persons acting in consultation with it, give it, directly or indirectly, a given percentage of voting rights in the bid as a means of protecting the minority shareholders of that company "131 and that" the percentage of voting rights with which control is acquired for the purposes of paragraph 1 and the manner in which it is calculated shall be determined by the rules of the Member State in which the company has its registered office ". The Community legislature therefore chooses to acquire control of the company on the basis of a quantitative criterion, by acquiring and holding a certain percentage of securities with voting rights, for reasons of legal certainty. It enables the national legislators of the Member States to determine for themselves the critical percentage of voting rights, which leads to the acquisition of corporate control and the consequent birth of the obligation to submit a public takeover bid. The national legislator, in the exercise of this discretion provided by the Directive but also of the possibility of introducing additional and stricter regulations, in addition to those provided for in the aforementioned regulation of the Directive, defines two different cases that give rise to an obligation to submit a public proposal. The first requires the acquisition and possession, for the purpose of corporate control, of a certain percentage of the total securities with voting rights of the acquired company and the second requires the acquisition, different from the above, of a percentage of voting rights in order to strengthen the corporate control already exercised by the proposer. This addition of the Greek legislator aims to better safeguard the interests of the minority shareholders.
Main subject category:
Law and Legislation
Other subject categories:
Public takeover bid, Directive 2004/25 / EC, minority shareholders in "listed SA", Law 3461/2006, principles of public offerings, principle of equal treatment of shareholders, under acquisition of a company, optional public offerings, obligation to submit a public takeover bid , calculation of voting rights, persons acting in a coordinated manner, control of voting rights, the rule of neutralization of the defense measures of the Board
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