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From the magazine SZW-RSDA 4/2018 | S. 361-374 The following page is 361

Pflichten des Verwaltungsrats einer möglichen Zielgesellschaft

Even though the shareholders are the addressees of a takeover bid, the sale process of a listed target company is largely determined by the target’s board of directors: The board of directors is responsible for the negotiations prior to the publication of a takeover bid and can often influence by its actions whether a (possibly un­friendly) takeover bid will occur. Of decisive importance for the potential transaction is, in particular, whether it admits a potential bidder to due diligence since in many instances a potential bidder cannot make an offer without having conducted a prior due diligence.

In deciding whether or not to support a specific take­over bid, the board of directors must be guided by the interests of the company. In doing so, it must ask itself whether the takeover bid will lead to a sustainable increase in the company’s inner value. However, if the board has decided to give up independence and to support or look for a takeover scenario or if it is very likely that…

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