Naslov
The Thirteenth Directive on Takeover Bids Acceptance and Leagl Harmonisation of Croatian Law
(The Thirteenth Directive on Takeover Bids Acceptance and Legal Harmonisation of Croatian Law)

Autori
Maurović, Ljiljana

Vrsta, podvrsta i kategorija rada
Radovi u zbornicima skupova, cjeloviti rad (in extenso), znanstveni

Izvornik
Theory and Practice of Transition and Accession to the EU / Kandžija, Vinko ; Kumar, Andrej - Ljubljana : University of Rijeka, Faculty of Economics Rijeka ; University of Ljubljana Faculty of Economics Ljubljana, Universita degli Studi di Trieste Facolta di Economia, 2004, 743-757

Skup
IV Inernational Conference "Economic System of European Union and Accession of the Republic of Croatia"

Mjesto i datum
Opatija, Hrvatska, 09.05.2003. - 10.05.2003

Vrsta sudjelovanja
Predavanje

Vrsta recenzije
Međunarodna recenzija

Ključne riječi
takeover law; 13th directive; minority shareholders protection; public offer; hostile takeover; public bid; target company.

Sažetak
In spite of the fact that EU directive on takeover bids acceptance is a conditin for an integrated capital market in the Union, takeover law establishing in the frame of the EU, as a companx law's part, is a long-time procedure.Because of the fact that proposed directive has been rejected after lasting process, Member states have decided to national laws that will prevent easy cross border takeover.After the proposal of the 13th directive on takeover bids has been rejected, activities in the frame of the EU were continuing on establishing appropriate takeover rules.The omission of appropriate target company's managament authorisation on undertaking defensive measures against hostile takeover and inappropriate shareholders' position are main defaults in the proposed directive.It will be necessary to include protection measures against hostile takeover in improvement proposed directive contents, especially protective procedure that is conductive, and to accept appropriate measures by target company' shareholders.Among national laws that have been adopted in the time of discussing proposed EU directive 13th on takeover bids, German Takeover Code holds a special place.Its athors estimate that this code consists rules, which are insufficient in the proposed directive.In futher activities on improving proposed directive 13th it will be necessary to analyse the opinion of established expert EU team and its last proposal.Takeover law of the Republic of Croatia in the main part has accepted proposed directive 13th rules.Meanwhile, it is necessary to examine the need of Croatian rules on including defensive measues against takeover, similar as German code rules.Maybe, it is in good time, before significant takeovers would be launched in Croatia, to supplement the Takeover Law with rules about measures that management and shareholders can execute in he case of hostile takeover.It is important for Croatia equally as for the EU member states to include instruments and to use them, until obligatory law harmonisation after the directive acceptance.

Izvorni jezik
Engleski

Znanstvena područja
Pravo

POVEZANOST RADA