14-12-12 Pressrelease

Proposal for revised Takeover Rules 2015

The Swedish Corporate Governance Board has announced proposed revisions to the takeover rules. One of the aims of the proposal is to create greater equality between offerors and target companies.

The main points of the new rules are:

  • A ban on offerors requiring target companies to fulfil offer-related obligations, e.g. exclusivity or information commitments or binding break-up fee clauses, but with the possibility of exceptions in certain cases, e.g. where obligations improve rather than restrict competition in an offer situation.

  • A specific rule stating that offerors are bound by any unconditional statements made by the offeror in relation to the offer, e.g. whether the offer will be increased or extended.

The Board proposes that the rules come into effect on 1 February 2015.

 Pressrelease (2014-12-12)

Draft Takeover Rules (2014-12-05)

Draft Takeover Rules, track changes (2014-12-05)

Draft Takeover Rules, certain trading platforms (2014-12-05)

Draft Takeover Rules, certain trading platforms,
track changes (2014-12-05)

The responsibility for the Takeover rules, the Rules on Remuneration of the Board and Executive Management and on Incentive Programmes as well as the Recommendation on private placements was taken over by the Swedish Securities Market Self-Regulation Committee, (Sw. Aktiemarknadens Självregleringskommitté, ASK), on July 1, 2021. The rules are available at the Committee’s website, regelkommitten.se