De nya takeover-reglerna - särskilt om prisskillnader mellan aktieslag med olika röstvärden

Detta är en Uppsats för yrkesexamina på avancerad nivå från Lunds universitet/Juridiska institutionen

Författare: Albert Roos; [2010]

Nyckelord: Associationsrätt; Law and Political Science;

Sammanfattning: The 1 October 2009 new Takeover Rules entered into force. The most material change of the new rules was that they decreased the possibility to offer multiple voting shares a higher price than ordinary shares. This is a strengthening of the legal principle of equality as applied at the Nasdaq OMX Stockholm stock market. The intention was to ensure that minority shareholders got a greater share of the takeover premium. This paper describes the Swedish system of multiple voting rights and the advantages and disadvantages of such a system. Followed by a review of the Swedish regulation of takeover bids in respect the Takeover Act and the self-regulatory Takeover Rules. With the new Takeover Rules only allowing for price difference between multiple voting shares and ordinary shares if there is a price difference in the stock market quotations. A bidder that wishes to offer a higher price for the multiple voting shares than for the ordinary shares shall seek the authorization of the Swedish Securities Council. Exceptions to the same price for all shares will only be given if the trade volume in the multiple voting shares are sufficient to give a true and fair pricing, price difference in quotations is not merely temporary or attributable to the demand of only one or a few buyers. In practice, these rules will pose a prohibition against price difference for multiple voting shares in takeover bids. Since many stocks have little or no price difference in quotations, or low trade volumes. Although it is hard to anticipate how the Swedish Securities Council will rule on authorization for price difference. Some may say that the new Takeover Rules will cause more damage to the stock market than keeping the old rules. One of the material flaws of the old Takeover Rules in regard to price difference was not solved. When a party has a holding past 30 percent and is exempt for making a mandatory bid, the party can offer whatever premium for shares as they like. As long as the party is only buying shares and not making a takeover bid. Against this background, it would have been more appropriate to amend the rules on mandatory bids and retain the possibility of price difference between multiple voting shares and ordinary shares.

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