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

252 5 Equity and Shareholders’ Capital The merger may require other permits such as competition law permits (Chap- ter 14) and s ...

5.11 Shares as a Means of Payment 253 rective 2001/86/EC.^584 For other limited-liability companies, the before-after pro- visio ...

254 5 Equity and Shareholders’ Capital In the past, company laws only rarely contained similar rules on cross-border mergers. In ...

5.11 Shares as a Means of Payment 255 ber State is permitted only in exceptional cases, that is, where their use is justi- fied. ...

256 5 Equity and Shareholders’ Capital opposes it before the issue of that certificate. Such opposition may be based only on gro ...

5.11 Shares as a Means of Payment 257 A two-party share exchange requires the issuing of new shares or the sale of ex- isting sh ...

258 5 Equity and Shareholders’ Capital The Second Directive further provides that “shares must be offered on a pre- emptive basi ...

5.11 Shares as a Means of Payment 259 This can be illustrated by Barclays’ offer for ABN AMRO in 2007. The offer was condi- tion ...

260 5 Equity and Shareholders’ Capital triggered where that threshold has been exceeded following the bid.^628 Those provisions ...

5.11 Shares as a Means of Payment 261 was a French company; one issuer of securities (Eurotunnel Group UK plc) was an English co ...

262 5 Equity and Shareholders’ Capital son asking for admission of securities to trading on a regulated market draw up a prospec ...

5.11 Shares as a Means of Payment 263 Prospectus before offering securities to the public. GET SA had now complied with its obli ...

264 5 Equity and Shareholders’ Capital provided by an issuer or an offeror and addressed to qualified investors or special categ ...

5.11 Shares as a Means of Payment 265 securities which the offeror undertakes to acquire; (g) details of any existing holdings o ...

266 5 Equity and Shareholders’ Capital Code that limited the circumstances in which the offer could lapse or be with- drawn. Pub ...

5.11 Shares as a Means of Payment 267 Recommencement of share trading for Eurotunnel Units. Following the publi- cation of the p ...

268 5 Equity and Shareholders’ Capital There was a secondary listing on the London Stock Exchange.^667 Investors who wanted to i ...

5.11 Shares as a Means of Payment 269 Its shareholders may lose indirectly, if: the company pays too much in other ways (too muc ...

270 5 Equity and Shareholders’ Capital Table 5.2 Protection of Shareholders in a Merger Protection of shareholders in the surviv ...

5.11 Shares as a Means of Payment 271 If the target (“offeree”) is a listed company, its shareholders will be protected by their ...