CMS Guide to Mandatory Offers and Squeeze-outs

This Guide provides an overview of the current legal framework and practice governing public takeovers and squeeze-outs in a total of 26 jurisdictions (18 EU Member States, Albania, Bosnia-Herzegovina, Russia, Serbia, Switzerland, Turkey and Ukraine as well as China) and provides contact details of experienced legal advisors active in this field. The number of jurisdiction covered demonstrates the growing geographic footprint of CMS across Europe and beyond as well as our capability to provide a seamless cross-border service.

At European level, the Takeover Directive  (2004/25/EC) has created a framework setting certain minimum standards for public takeover bids in the EU. The Takeover Directive has required EU Member States to create national legal frameworks based inter alia on the over-arching principles of equal treatment of the target company’s shareholders, protection of minority shareholders, ensuring an informed decision by target company shareholders on the merits of a particular takeover bid, and an obligation of the board(s) of the target company to act in the interest of the company. Implementing these principles, the Takeover Bids Directive prescribes minimum standards in relation to trigger events for mandatory offers, the offer price, acceptance periods and the level of disclosure to be provided in context of public takeover bids, as well as the pricing and other terms of squeeze-outs.

At the same time, a number of very important aspects of takeover law such as the rules on board neutrality and break-through have remained optional, and a number of important determinations such as the definition of “control”, including the general control threshold itself and the scope of exemptions from the offer requirement, have largely been left to the Member States.

While the Report from the EU Commission on the Application of the Takeover Directive (COM (2012) 347) which has been published in June 2012 has not led to any material amendments to the Directive, the takeover laws and in their application in many of the EU Member States and other jurisdictions covered in this Guide have clearly evolved since the previous edition of this Guide was published in 2011, an evolution which has effectively lessened the uniformity introduced by the Takeover Directive. Apart from increasingly complex deal structures and the rising importance of activist shareholders in the takeover context, national legislators and regulators were faced with a wave of delistings and the issue whether a delisting should trigger a mandatory offer even in the absence of a change of control. This is clearly an area where new national legislation, following the German example, or even European regulation is to be expected. 

The scope and relevance of takeover law is not limited to classic tender offer scenarios, of course: in numerous instances, such as restructurings of shareholder groups, acquisitions of troubled target companies or approaches by activist shareholders, legal ways and means of avoiding triggering a mandatory offer are being explored. The Commission Report referred to above has highlighted that there are national exemptions from the offer obligation which in some cases are quite openly geared towards protecting national interests. It remains to be seen whether a higher degree of uniformity in this area will find sufficient support at the European level. 

Publication
CMS Guide to Mandatory Offers and Squeeze-outs
Download
PDF 5 MB

Authors

Dr Stephan Werlen
Dr Stephan Werlen, LL.M.
Partner
Zurich
Picture of Francisco Xavier de Almeida
Francisco Xavier de Almeida
Partner
Lisbon
Picture of Zlatan Balta
Zlatan Balta
Senior Associate
Sarajevo
Picture of Atanas Bangachev
Atanas Bangachev
Partner
Sofia
Picture of Hrvoje Bardek
Hrvoje Bardek
Partner
Zagreb
Picture of Andreia Carvalho Moreira
Andreia Carvalho Moreira
Associate
Luxembourg
Picture of Pietro Cavasola
Pietro Cavasola
Managing Partner
Rome
Picture of Mirko Daidone
Mirko Daidone
Partner
Tirana
Tetyana Dovgan
Tetyana Dovgan
Counsel
Kyiv (Volodymyrska Street)
Henrik Drinkuth
Dr. Henrik Drinkuth
Partner
Hamburg
Picture of Gabor Gelencser
Gábor Gelencsér
Senior Counsel
Budapest
Picture of Ivan Gergov
Ivan Gergov
Associate
Sofia
Picture of Ulrike Glueck
Dr. Ulrike Glueck
Managing Partner
Shanghai
Picture of Gary Green
Gary Green
Partner
London
Picture of Dariusz Greszta
Dariusz Greszta
Senior Counsel
Warsaw
Picture of André Guimarães
Andre Guimaraes
Associate
Lisbon
John Hammond
John Hammond, M.A. (Oxon)
Partner
Stuttgart
Karsten Heider
Dr. Karsten Heider
Partner
Stuttgart
Picture of Peter Huber
Peter Huber
Managing Partner
Vienna
Picture of Aniko Kircsi
Anikó Kircsi
Partner
Budapest
Picture of Julien Leclere
Julien Leclère
Managing Partner
Luxembourg
Picture of Carl Leermakers
Carl Leermakers
Partner
Brussels
Picture of Ales Lunder
Aleš Lunder
Partner
Ljubljana
Picture of Bartholomäus Matt
Bartolomäus Matt
Associate
Vienna
Picture of Irene Miro
Irene Miró
Senior Associate
Madrid
Maria-Orlyk-CMS-UA
Maria Orlyk
Partner
Kyiv (Instytutska Street)
Picture of Gentscho Pavlov
Gentscho Pavlov
Partner
Sofia
Picture of Michal Pawlowski
Michał Pawłowski
Partner
Warsaw
Picture of Carlos Pena
Carlos Peña
Partner
Madrid
Picture of Radivoje Petrikic
Radivoje Petrikić
Partner
Vienna
Horea Popescu
Horea Popescu
Partner
Bucharest
Patrik Przyhoda
Patrik Przyhoda
Counsel
Prague
Picture of Cristina Reichmann
Cristina Reichmann
Partner
Bucharest
Helen Rodwell
Helen Rodwell
Managing Partner
Prague
Picture of Nedzida Salihovic-Whalen
Nedžida Salihović-Whalen
Partner
Sarajevo
Martina Schmid
Dr. Martina Schmid
Partner
Stuttgart
Picture of Peter Simo
Peter Šimo
Partner
Bratislava
Picture of Reinout Slot
Reinout Slot
Partner
Amsterdam
Picture of Marija Tesic
Marija Tešić
Partner
Belgrade
Picture of Marlene Veenman
Marlene Veenman
Advocaat
Amsterdam
Picture of Margarida Vila Franca
Margarida Vila Franca
Associate
Lisbon
Picture of Stéphanie Villani
Stéphanie Villani
Associate
Luxembourg
Kevin Wang
Kevin Wang, LL.M.
Partner
Shanghai
Picture of Clair Wermers
Clair Wermers
Counsel
Amsterdam
Picture of Döne Yalçın
Döne Yalçın
Partner
Istanbul
Picture of Bruno Zabala
Bruno Zabala
Counsel
Paris
Vladimir Zenin
Partner
Moscow
Show more Show less