The Law of Corporate Finance: General Principles and EU Law: Volume III: Funding, Exit, Takeovers

232 5 Equity and Shareholders’ Capital The issuer was identified as the party responsible for the Offering Circular.^481 However ...

5.10 Shares as a Source of Cash 233 the conclusion of a contract between the Stock Exchange and the issuer.^484 Ahl- strom submi ...

234 5 Equity and Shareholders’ Capital States from requiring such disclosure.^488 After admission to trading, the obligation to ...

5.10 Shares as a Source of Cash 235 shares could not be issued without a decision to increase share capital in addition to a dec ...

236 5 Equity and Shareholders’ Capital First, the board of directors decided: to arrange an offering of up to 8,000,000 new shar ...

5.11 Shares as a Means of Payment 237 price. However, shares can also be used as a means of payment, i.e. allotted only to parti ...

238 5 Equity and Shareholders’ Capital Fourth, the Second Directive lays down minimum requirements as to when the shares must be ...

5.11 Shares as a Means of Payment 239 5.11.3 Mergers and Share Exchanges General Remarks In an acquisition, the company can turn ...

240 5 Equity and Shareholders’ Capital does not mean the merger of those companies. In practice, however, a share ex- change is ...

5.11 Shares as a Means of Payment 241 Choice between a merger and a share exchange. In the EU, share exchanges and mergers raise ...

242 5 Equity and Shareholders’ Capital get’s shareholders or the target’s business organisation will control the buyer after the ...

5.11 Shares as a Means of Payment 243 Code on Takeovers and Mergers is concerned with regulating takeover bids, how- ever effect ...

244 5 Equity and Shareholders’ Capital Valuation. Valuation questions are a source of legal risk due to the openness of valuatio ...

5.11 Shares as a Means of Payment 245 sets and liabilities of the companies that do not survive the merger are transferred to th ...

246 5 Equity and Shareholders’ Capital tion,^545 as an SE can be formed by private or public limited-liability companies by mean ...

5.11 Shares as a Means of Payment 247 any taxation of capital gains calculated by reference to the difference between the real v ...

248 5 Equity and Shareholders’ Capital plan). The draft terms will be approved by the boards of the participating compa- nies.^5 ...

5.11 Shares as a Means of Payment 249 the rules that protect shareholders, the valuation of the participating companies’ shares, ...

250 5 Equity and Shareholders’ Capital formed by means of a merger,^563 and in cross-border mergers.^564 For example, the Direct ...

5.11 Shares as a Means of Payment 251 tion for minority shareholders to abuse their rights. Time-consuming litigation could frus ...