En komparativ studie avseende likabehandling av aktier med olika röstvärden - Likabehandling till varje pris?

Sammanfattning: The aim of this thesis is to analyze how Sweden's takeover regulation ensures equal treatment for shareholders with diverse voting rights, in comparison to the approaches that have been adopted in the US, Canada, and the United Kingdom. Thereby, the Swedish regulation is contrasted with the regulations of other countries, allowing us to critically analyze Swedish takeover regulation in a comparative manner. This thesis addresses questions about how equal treatment is safeguarded for shareholders with differing voting rights in the scope of a takeover offer concerning value, consideration format, and inclusivity across these aforementioned countries. To achieve this, I have addressed the current legislation in each jurisdiction with respect to value, consideration format, and inclusivity. This research involved a comprehensive analysis of legal sources such as legislation, legal cases, and doctrinal perspectives, followed by a comparative examination. The results indicate that the majority of the investigated nations only ensure equal treatment within the same category of shares and not between different categories of shares with differing voting rights. Sweden distinguishes itself as the country that guarantees the most equal treatment in terms of both value and consideration format for different categories of shares with differing voting rights. Subsequently, the thesis delves into an exploration of how Sweden's regulatory framework aligns with other nations, and whether there are grounds for evaluating the current legislation in Sweden. The thesis’s discussion examines potential drawbacks associated with Sweden's regulation concerning tender offers that prohibits price disparities between shares possessing different voting rights. The thesis suggests a modification aligned with the UK’s provision of 'comparable' offer that allows for different treatment when there is a justified price difference. Furthermore, the thesis highlights the positive aspects of Sweden's regulation regarding consideration format, positioning it as a potential role model for other countries. Finally, it explores the existence of a 'regulatory gap' concerning inclusivity in a tender offer within Sweden’s regulatory landscape.