LEGAL ASPECTS
OF FINANCE
Lecture 6
Case 6
Matti Rudanko
Case 6:Public Bid,
Damages Liability
Tasks:
- see next slides
Possible Tasks and Questions 1
Report the provisions in SMA, lower
official norms and self-regulation on
tender offers, the duties of redemption of
shareholders (please note also the
Companies Act) and the duties of
publishing share ownerships.
Legal Aspects of Finance 6
3
Possible Tasks and Questions 2
Account for the application of provisions on
redemption duties when the ownership of shares
is divided among companies in consolidated
corporations, or companies exercising control in
each other or acting together. Pay attention to
provisions on consolidated corporations in the
Companies Act, too.
Legal Aspects of Finance 6
4
Possible Tasks and Questions 2
Try to solve the question of damages liability in
this case according to SMA and general
damages rules. Take into account the general
preconditions for damages liability (existence
of damage, causal relationship between acts of
the responsible person and the damage, and
negligence).
Legal Aspects of Finance 6
5
Topics and Issues
Objectives and Structure of
the Regulation
•
•
•
•
Public Bid Procedure
Redemption Price
Mandatory Redemption
”Hostile takeovers”
Liability for Damages and
other Special Questions
• Liability for Damages for
Infringements of Duty of
Redemption
• Transactions in Own Shares
• Disclosure Duties, Insider
Information and Business
Secrets
• Information Crimes,
Information as Property
Legal Aspects of Finance 6
6
Legal Basis
DIRECTIVE 2004/25/EC OF THE EUROPEAN
PARLIAMENT AND OF THE COUNCIL of 21 April
2004 on takeover bids (Takeover Directive)
SMA ch. 11
FSA Standard 5.2c: Takeover bids and mandatory
bids
Legal Aspects of Finance 6
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Regulation, Cont. (National)
Securities Markets Act (14.12.2012 / 746;
http://www.finlex.fi/fi/laki/kaannokset/2012/en20120746.pdf )
• Ch. 11 on public bids and mandatory bids
Legal Aspects of Finance 6
8
Case 6: Slides
Slide sets:
8 and 8a: Legal Liabilities
13: Tender offers (Public Bids), Mandatory Bids