Defensive measures against hostile takeovers in Slovenia

Abstract

This article summarizes the corporate takeover regime and defensive measures against hostile takeover bids in Slovenia. Although takeover legislation does not differentiate between hostile and friendly takeover, it prescribes the limitation of powers for the management of the target company, with the intention of preventing the use of defensive measures against the hostile takeover. In light of an expected rise in hostile takeover bids in Slovenia, the Corporate Act and the Takeover Act are analysed and accordingly the array of possible preventive measures as well as ad-hoc measures against hostile bids identified and evaluated for their anti-takeover effectiveness. A hostile takeover in Slovenia usually involves a hostile public tender offer at a substantial premium over the prevailing market price for a substantial percentage of the target company’s stock. Managers of target companies use in takeover battles a variety of defensive tactics, which could be controversial because they pose a conflict of interest for management. Duty of neutrality of the management of the target company during takeover process is therefore discussed in connection with the limitation of use of applicable ad hoc defence mechanisms in that period.

Keywords

• Hostile takeovers
• Defensive measures against hostile takeovers
• Preventive measures
• Ad-hoc measures
• Duty of neutrality
• Takeover legislation
• Slovenia