Commentary

184.1 Article 11 of the Takeover Directive

COMPANIES vol 11 acquisitions, mergers, demergers

184.1 Article 11 of the Takeover Directive

184 Breakthrough provisions

184.1 Article 11 of the Takeover Directive

Also relevant in the context of possible frustrating action, are the provisions contained in the Companies Act 2006 which implement Article 11 of the Takeovers Directive1. In the above circumstances, Article 11 seeks to override a number of defensive devices that may be adopted by companies prior to the bid (including differential share structures under which minority shareholders may exercise disproportionate voting rights, restrictions on transfer of shares in the company articles or in contractual agreements, and limitations on share ownership). The Directive does not require a member

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