Public Takeovers

Public takeover offers for listed companies regularly raise complex questions both in the area of capital market law (such as publication obligations, calculation of the offer price or the question of inclusion of specific securities) and in corporate law (in particular questions concerning changes of control or the possibility of exercising control, obligations of the bodies of the target company, etc.). Legal advisors specialising in takeover law should therefore have proven knowledge and experience in both areas. In addition, questions of foreign trade law or banking law may arise.

The takeover law experts at KPMG Law, some of whom previously worked for the Austrian Takeover Commission, provide targeted advice in public takeover offers and develop defence strategies against hostile takeovers. Questions on Acting in Concert or pricing in takeover offers are just as much part of our repertoire as compliance with the duties of the managing directors of the bidder and the target company. In addition, KPMG Law advises in all proceedings before the Austrian Takeover Commission and before courts (e.g. claims for damages in connection with the violation of the obligation to make an offer).

Main Focus of Activity

• Voluntary takeover offers for obtaining control, partial and mandatory offers
• Defence against hostile takeover offers
• Obligations of the bodies of the offeror and the target company, in particular publication obligations, observance of the requirement of objectivity and observance of price determination rules
• Triggering the obligation to make an offer
• Joint action by shareholders
• All types of proceedings before the Takeover Commission, in particular in connection with determination of the obligation to make an offer and in administrative criminal proceedings
• Legal proceedings for damages in connection with the unlawful omission to make a mandatory offer