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

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

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

Topics and Issues Liability for Damages and other Special Questions 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

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

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

Case 6: Slides Slide sets: 8 and 8a: Legal Liabilities 13: Tender offers (Public Bids), Mandatory Bids