Tag Archives: CapLaw-2013-16

The Takeover Board Applies its Practice with Respect to Reorganization Exemptions to Unfriendly Set Ups and, de facto, Rules Out Exemptions from the Offer Duty for Unsolicited Reorganizations

In a recent order the Takeover Board had to rule on whether to grant an unsolicited restructurer a reorganization exemption from the statutory duty to make a purchase offer for all shares of a listed company. The decision is of particular interest because the request for the reorganization exemption was not supported by the board of directors of the potential target company. In the case at hand, the Takeover Board denied the grant of a reorganization exemption applying, amongst others, the principle of subsidiarity which precludes the grant of an exemption as long as the company is in search for an anchor investor and is implementing measures to enhance its financial situation.

By Severin Roelli (Reference: CapLaw-2013-16)