Abstract
Rules relating to equitable price to be offered in takeover bid represent corner stone of takeover regulation. They aim to achieve an adequate protection of the minority shareholders and sustain effectiveness of capital market, particularly regarding its allocative function. Relevant criteria and their application depend on whether the offeror and/or persons acting in concert with him acquired target company’s voting shares in the period preceding the obligation to publish takeover bid, period from publishing of the bid until its closure for acceptance or period following closure of the takeover bid. As Croatian law departs from solutions adopted in member states that otherwise serve as legislative role models, as well as from certain solutions provided by European instruments, paper proposes teleological interpretation of Art. 16 of Croatian Law on taking over of joint stock companies. By considering the goals of the equitable price rule and internal interconnection with other regulations pertaining to takeover process, special emphasis is given to the precise determination of the moment when the offeror acquires voting shares. Such an approach aims to minimize existing legislative inconsistencies, which often relate to either faulty drafting or legislative intentions aiming to provide an autonomous solution that serves presumed particularities of Croatian capital market.
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