Article 3.1 (a) of the EU Takeover Bids Directive, 2004/25/EC, states that “all holders of the securities of an offeree company of the same class must be afforded equivalent treatment” in a takeover bid. In the first part of this paper, we describe and analyse how the principle of equal treatment found in the article has come to be applied in Sweden, and how there has been a shift towards stricter regulation, when it comes to the pricing of shares with different voting rights in listed firms. In the second part of the paper, we take a corporate governance perspective on the development presented in part one. From the now prevailing view that engaged shareholders can be important to corporate governance in listed companies, and that this role cannot easily be filled by institutional investors nor small private shareholders, we raise a few questions and reflections about this development.
INTRODUCTION
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The principle of equal treatment – purposed for trust
Article 3.1 (a) of the EU Takeover Bids Directive, 2004/25/EC, states that “all holders of the securities of an offeree company of the same class must be afforded equivalent treatment” in a takeover bid. One of the most important meanings of the article is that all shareholders of the same share class must be offered an equal price for their shares – be it in the form of shares in the offeror company (or other types of se ...