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Cross-border Tender Offers, the Exclusion of Certain Shareholders and the Principle of Equal Treatment

Mucciarelli, Federico (2009) 'Cross-border Tender Offers, the Exclusion of Certain Shareholders and the Principle of Equal Treatment.' Uniform Law Review . pp. 165-180.

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Abstract

In order to avoid the cumulative application of U.S. takeover rules it is common practice to exclude U.S. shareholders from tender offers. To this end, bidders usually avoid publicising the offer in the United States or among U.S. residents (restrictions on dissemination) and they may even regard acceptances on the part of U.S. residents as void (restrictions on acceptance). However, such restrictions could be at odds with the principle of equal treatment of target's shareholders or with the mandatory bid rule, provided for by the EU Takeover Directive as well as by Member States' domestic laws. This article sets out to demonstrate that only restrictions on dissemination might be reconcilable with the equality principle. Restrictions on acceptance, on the contrary, represent a clear violation of that principle, admissible only if the cumulative application of U.S. law would make the offer unfeasible

Item Type: Articles
Keywords: Takeover bids , cross-border takeovers , equal treatment , EU Takeover Directive
SOAS Departments & Centres: Faculty of Law and Social Sciences > Department of Financial and Management Studies > Centre for Financial and Management Studies (CeFiMS)
ISSN: 11243694
Depositing User: Federico Mucciarelli
Date Deposited: 08 Oct 2012 10:42
URI: http://eprints.soas.ac.uk/id/eprint/14295

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