the swedish implementation of the takeover directive
DESCRIPTION
The Swedish Implementation of the Takeover Directive. Rolf Skog 2006. Sweden – Takeover Activity. 1960 – 1990 1960s: 29 takeover bids 1970s: 38 takeover bids 1980s: 137 takeover bids First ”hostile” bid 1979 Approx 10% ”hostile bids” during the 1980s. Sweden – Takeover Activity. - PowerPoint PPT PresentationTRANSCRIPT
Rolf Skog
The Swedish Implementation of the Takeover Directive The Swedish Implementation of the Takeover Directive
Rolf Skog
2006
Rolf Skog
2006
Rolf Skog
Sweden – Takeover ActivitySweden – Takeover Activity
1960 – 1990
1960s: 29 takeover bids
1970s: 38 takeover bids
1980s: 137 takeover bids
First ”hostile” bid 1979
Approx 10% ”hostile bids” during the 1980s
1960 – 1990
1960s: 29 takeover bids
1970s: 38 takeover bids
1980s: 137 takeover bids
First ”hostile” bid 1979
Approx 10% ”hostile bids” during the 1980s
Rolf Skog
Sweden – Takeover ActivitySweden – Takeover Activity
1990 – 2004
358 Takeover bids
293 Completed bids; 20 bids/year, 7%
Almost all bids voluntary, very few mandatory bids
Approx 10% ”hostile” bids
In 25 % a foreign bidder, increasing proportion
1990 – 2004
358 Takeover bids
293 Completed bids; 20 bids/year, 7%
Almost all bids voluntary, very few mandatory bids
Approx 10% ”hostile” bids
In 25 % a foreign bidder, increasing proportion
Rolf Skog
Sweden – Takeover ActivitySweden – Takeover Activity
2005
15 Takeover bids
10 Successful bids
5 Unsuccessful bids (3 mandatory/2 voluntary)
1 Large, ”hostile” bid: Old Mutual – Skandia
In 2/3 of the 15 bids a foreign bidder
(3 Mergers)
2005
15 Takeover bids
10 Successful bids
5 Unsuccessful bids (3 mandatory/2 voluntary)
1 Large, ”hostile” bid: Old Mutual – Skandia
In 2/3 of the 15 bids a foreign bidder
(3 Mergers)
Rolf Skog
Sweden – The Takeover RegulationSweden – The Takeover Regulation
Public debate on takeovers in the late 1960´s
Takeover Code 1971 (UK role model)
Several revisions over the years, latest issue 2003
Takeover Code included in the Stockholm Stock Exchange Listing Agreement (sanctions)
Securities Council (”Takeover Panel”) 1986
Public debate on takeovers in the late 1960´s
Takeover Code 1971 (UK role model)
Several revisions over the years, latest issue 2003
Takeover Code included in the Stockholm Stock Exchange Listing Agreement (sanctions)
Securities Council (”Takeover Panel”) 1986
Rolf Skog
Sweden – The Takeover CodeSweden – The Takeover Code
All bidders, all companies listed in Sweden
”Cash confirmation”
Press release, Offer document
Equal treatment of shareholders
Pre-, During-, Post-bid acquisitions
Board neutrality unless shareholder approval
Mandatory bid, 30 %
Squeeze out / Sell out (CA)
All bidders, all companies listed in Sweden
”Cash confirmation”
Press release, Offer document
Equal treatment of shareholders
Pre-, During-, Post-bid acquisitions
Board neutrality unless shareholder approval
Mandatory bid, 30 %
Squeeze out / Sell out (CA)
Rolf Skog
Sweden – The Securities CouncilSweden – The Securities Council
Statements (written) and dispensation
Consultations
Approx 350 statements; majority on TO
In 2005 more than 50 statements
Speedy process; many statements within 24 h
No sanctions, except public censure
Sanctions by the Stock Exchange for listed bidders and targets
Statements (written) and dispensation
Consultations
Approx 350 statements; majority on TO
In 2005 more than 50 statements
Speedy process; many statements within 24 h
No sanctions, except public censure
Sanctions by the Stock Exchange for listed bidders and targets
Rolf Skog
Sweden – Implementation of the DirectiveSweden – Implementation of the Directive
The Committee on Takeovers, set up by the Ministry of Justice in 2004
Task: to put forward a proposal on form and substance
Report in June 2005 (”New Regulation of Public Takover-bids”)
Public consultation
Bill to Parliament April 2006 – Decision May 2006
The Committee on Takeovers, set up by the Ministry of Justice in 2004
Task: to put forward a proposal on form and substance
Report in June 2005 (”New Regulation of Public Takover-bids”)
Public consultation
Bill to Parliament April 2006 – Decision May 2006
Rolf Skog
Sweden – Implementation of the DirectiveSweden – Implementation of the Directive
Form
Basic alternatives:
1) Legislation
2) Legislation and regulation by delegation
3) Legislation, regulation by delegation and self-regulation
Form
Basic alternatives:
1) Legislation
2) Legislation and regulation by delegation
3) Legislation, regulation by delegation and self-regulation
Rolf Skog
Sweden – Implementation of the DirectiveSweden – Implementation of the Directive
Form
- The ”success” of the self-regulatory system
- Strong wish among market participants to keep as
much as possible intact, especially the Securities
Council.
Form
- The ”success” of the self-regulatory system
- Strong wish among market participants to keep as
much as possible intact, especially the Securities
Council.
Rolf Skog
Sweden – Implementation of the DirectiveSweden – Implementation of the Directive
Form
The Swedish Constitution
No delegation of legislative power from the Parliament
to the Government within the private law area (personal
status of private subjects or their personal and
economic interrelationships)
Form
The Swedish Constitution
No delegation of legislative power from the Parliament
to the Government within the private law area (personal
status of private subjects or their personal and
economic interrelationships)
Rolf Skog
Sweden – Implementation of the DirectiveSweden – Implementation of the Directive
Form
Combination of legislation and self-regulation
All marketplaces must, by law, have rules on takeovers
All bidders must, by law, agree to follow the takeover rules
Mandatory bid by law
Form
Combination of legislation and self-regulation
All marketplaces must, by law, have rules on takeovers
All bidders must, by law, agree to follow the takeover rules
Mandatory bid by law
Rolf Skog
Sweden – Implementation of the DirectiveSweden – Implementation of the Directive
Competent Authority
The Financial Supervisory Authority, with power to:
Monitor the marketplaces
Monitor bidders
Monitor mandatory bids
Dispensate from the mandatory bid and prohibition on defensive measures (delegation possible)
Competent Authority
The Financial Supervisory Authority, with power to:
Monitor the marketplaces
Monitor bidders
Monitor mandatory bids
Dispensate from the mandatory bid and prohibition on defensive measures (delegation possible)
Rolf Skog
Sweden – Implementation of the DirectiveSweden – Implementation of the Directive
Marketplaces
Must have rules on takeovers
Monitor bids (bidders, targets, advisors)
Interpret and dispensate from the rules
(delegation possible)
Marketplaces
Must have rules on takeovers
Monitor bids (bidders, targets, advisors)
Interpret and dispensate from the rules
(delegation possible)
Rolf Skog
Sweden – Implementation of the DirectiveSweden – Implementation of the Directive
Securities Council
Continue on the basis of delegation from – Financial Supervisory Authority – Marketplaces
Interpretation
Dispensation
Securities Council
Continue on the basis of delegation from – Financial Supervisory Authority – Marketplaces
Interpretation
Dispensation
Rolf Skog
Sweden – Implementation of the DirectiveSweden – Implementation of the Directive
Substance
Art 1 Scope of application –
All bids on Swedish companies and foreign companies listed in Sweden
Art 2 Definitions – minor adjustments
Art 3 General principals – implement strictly
Substance
Art 1 Scope of application –
All bids on Swedish companies and foreign companies listed in Sweden
Art 2 Definitions – minor adjustments
Art 3 General principals – implement strictly
Rolf Skog
Sweden – Implementation of the DirectiveSweden – Implementation of the Directive
Substance
Art 4 Supervisory authority and applicable law – Financial Supervisory Authority
Art 5 Protection of minority shareholders –
Mandatory bid, 30 % votes, bidprice not less than highest price paid within 6 months
Substance
Art 4 Supervisory authority and applicable law – Financial Supervisory Authority
Art 5 Protection of minority shareholders –
Mandatory bid, 30 % votes, bidprice not less than highest price paid within 6 months
Rolf Skog
Sweden – Implementation of the DirectiveSweden – Implementation of the Directive
Substance
Art 6 Information concerning bids –
Pressrelease and offer document, minor adjustments
Art 7 Time allowed for acceptance – 3–10 weeks
Art 8 Disclosure – No amendments
Substance
Art 6 Information concerning bids –
Pressrelease and offer document, minor adjustments
Art 7 Time allowed for acceptance – 3–10 weeks
Art 8 Disclosure – No amendments
Rolf Skog
Sweden – Implementation of the DirectiveSweden – Implementation of the Directive
Substance
Art 9 Obligations of the target company board –
Opt in, already in existence
Art 10 Information on ”control mechanisms” –
Amendments to the Annual Accounts Act
Substance
Art 9 Obligations of the target company board –
Opt in, already in existence
Art 10 Information on ”control mechanisms” –
Amendments to the Annual Accounts Act
Rolf Skog
Sweden – Implementation of the DirectiveSweden – Implementation of the Directive
Substance
Art 11 Break through –
Opt out, but amendments to the Sw Companies Act
Compensation by the bidder to be decided by the GM
Art 12 Reciprocity - No
Substance
Art 11 Break through –
Opt out, but amendments to the Sw Companies Act
Compensation by the bidder to be decided by the GM
Art 12 Reciprocity - No
Rolf Skog
Sweden – Implementation of the DirectiveSweden – Implementation of the Directive
Substance
Art 13 Other rules – No amendments
Art 14 Information to and consultation of employees – Amendments
Substance
Art 13 Other rules – No amendments
Art 14 Information to and consultation of employees – Amendments
Rolf Skog
Sweden – Implementation of the DirectiveSweden – Implementation of the Directive
Substance
Art 15 Squeeze-out – No amendments
Art 16 Sell-out) – No amendments
Substance
Art 15 Squeeze-out – No amendments
Art 16 Sell-out) – No amendments
Rolf Skog
Sweden – Implementation of the DirectiveSweden – Implementation of the Directive
Substance
Art 17 Sanctions – Mix of
- Prohibition of bid,
- Loss of voting rights,
- Fine.
Substance
Art 17 Sanctions – Mix of
- Prohibition of bid,
- Loss of voting rights,
- Fine.
Rolf Skog
Sweden – Implementation of the DirectiveSweden – Implementation of the Directive
Substance
Art 21 Transposition – July 1, 2006
Substance
Art 21 Transposition – July 1, 2006