NEPRIJATELJSKO PREUZIMANJE AKCIONARSKIH DRUŠTAVA I NAČELO STROGE NEUTRALNOSTI UPRAVE CILJNOG DRUŠTVA
HOSTILE TAKEOVER OF JOINT STOCK COMPANIES AND THE PRINCIPLE OF STRICT NEUTRALITY OF THE TARGET COMPANY'S MANAGEMENT

Summary/Abstract: Taking over joint stock companies represents one of the most interesting areas of the company law. Having in mind that the capital market is one of the most significant segments of economy of every country, hence the interest of the society to adequately legally regulate this area is legitimate. The main objective of the national regulations of taking over companies, including activities of conforming that law with the European Union level, is the protection of minority shareholders in the process of taking over and ensuring their equal position with large shareholders who appear as buyers. This protection is concretely realised through administratively forcing a certain holder to offer to other shareholders the purchase of their shares from the moment when, in the opinion of the legislator, its participation in the ownership of the joint stock company becomes vital or crucial for managing the company. Legal mechanism which should enable this type of protection is downsized to two important moments, the obligation of announcement of public offer for taking over a joint stock company, and the price offered for shares, the subject of the offer, as an important element of take over offer. Nowadays the most important and most dynamic area of the take over law is regulating measures for the protection of a joint stock company from control taking. The basic dilemma of every legislator in the process of regulating this area is the proper selection between the free decision making of the target company management principle and joint stock decision making principle (neutrality). The principle of the target company management free decision making is well accepted by the Anglo-Saxon legal system with timely development of take over protection measures. In the Continental legal system the principle of neutrality of target company management in the process of take over is widely accepted, hence protection measures against take over succumb under to numerous legal limitations.

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