Competing interests - controversies over Swiss corporate takeovers
One of the key principles spanning Swiss takeover law is the protection of offeree shareholders’ financial interests. To achieve this it is essential that shareholders are treated equally and that their freedom of decision is preserved. Swiss takeover law facilitates auctions, which often result in an additional action alternative for, and an increase of the offer price paid to, offeree shareholders. While the Swiss regulator, the Takeover Board (TOB), prohibits measures aimed at frustrating competing offers, it has in a recent decision concluded that not all competing offers are worth being fostered. This article summarises the key characteristics of competing offers, discusses the TOB’s recent decision and suggests an alternative route that it could have taken, which arguably would have better served the offeree shareholders’ interests.
Lenz & Staehelin’s Tino Gaberthuel looks at the law covering competing takeover offers in Switzerland and why the regulator’s efforts to protect shareholders’ interests may be misguided
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