Swiss law offers two ways to acquire control of a locally-listed company: public tender offers and statutory mergers. Under the new takeover rules, which entered into effect on 1 January 2009, shareholders holding at least 2% of the voting rights of the target company have the right to become a party to the proceedings before the takeover board (TOB) and to challenge the TOB’s orders and bring appeals to the Financial Markets Supervisory Authority (FINMA) and the Federal Administrative Court.
The effects of these strengthened procedural rights quickly became evident in two prominent transactions announced in 2009. In both transactions, minority shareholders acceded to the proceedings as parties and challenged the way in which the applicable minimum price was determined.
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