Violation of Minority Shareholder Rights. Analysis on the Mandatory Takeover Bid

AuthorMarius Cristian Milos, Laura Raisa Milos
ProfessionPhD student in Law, Faculty of Law, West University of Timisoara; Faculty of Economics and Business Administration, West University of Timisoara, Romania/Faculty of Economics and Business Administration, West University of Timisoara, Romania
Pages12-24
Violation of Minority Shareholder Rights.
Analysis on the Mandatory Takeover Bid
Lecturer Marius Cristian MILOŞ
1
Lecturer Laura Raisa MILOŞ
2
Abstract
The mandatory takeover bid is seen by the legislator as a way of protection of
minority shareholders, by making the intention of the shareholder who exceeds a certain
holding threshold a nd wishes to take control of the company more transparent, making
in this way possible for the minority sharehold ers to exit the company, if this is seen as
appropriate, and not remaining trapped in a company where they could no longer exer-
cise any influence. The objective of this paper is realizing a comp arative analysis at the
European level regarding the mandatory takeover bid, by outlining the legal provisions
that apply, the similarities an d differences between the EU member states. Not in the
least, on the basis of the Romanian jurisprudence, that is related with mandatory takeover
bids, there are being questioned the pronounced sentences. According to the comparative
study, we can observe the existence in the European national law (including Romania) of
the provision regarding the mandatory takeover bid that has positive consequences from
a legally point of view, by ensuring the protection of minority shareholders, contributing
to the overall growth of the European stock markets.
Keywords: minority shareholder protection; European Union; mandatory take-
over bid; stock market.
JEL Classification: K20, K22, K42
1. Introduction
The protection of the minority shareholders is the backbone of any stock
market development. Investor protection is ensured by both quality of regulation,
and regulation enforcement. The commercial law, as well as the specific stock
market regulation that is governing the stock market provides several rights to the
minority shareholder: economic rights (rights related with dividends and the dis-
tribution of assets, exit rights, rights related with the new issue or transfer of
shares); control rights (rights related to the management/supervisory board of the
company, rights related to general meeting, right to block alterations of the com-
1
Marius Cristian Miloş - PhD student in Law, Faculty of Law, West University of Timisoara;
Faculty of Econ omics and Business Administration, West Un iversity of Timisoara, Romania,
marius.milos@e-uvt.ro.
2
Laura Raisa Miloş - Faculty of Economics and Business Administration, West University o f
Timisoara, Romania, laura.milos@e-uvt.ro.

To continue reading

Request your trial

VLEX uses login cookies to provide you with a better browsing experience. If you click on 'Accept' or continue browsing this site we consider that you accept our cookie policy. ACCEPT