Acquisition of corporate control and clear criteria in the adjustment of the mandatory bid price

Abstract

This article discusses the adoption of clear criteria for the adjustment of the bid price in mandatory bids. The analysis takes place in the context of Article 5 of the EU Takeovers Directive which harmonises mandatory bids, the notion of “equitable price” of shares and the adjustment of the mandatory bid price, at the EU level. This article focuses on the ruling of the EFTA Court in the case of Periscopus AS v Oslo Børs ASA and Erik Must AS which analysed corporate control transactions and clear criteria for the adjustment of the mandatory bid price, within the framework of the Takeovers Directive. The EFTA Court sought to interpret and to clarify this adjustment mechanism. The protection of minority shareholders is also scrutinised. Moreover, the importance of EU fundamental freedoms with regard to the adjustment of the mandatory bid price is analysed. A few concluding remarks are deduced.