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Aktiemarknadsbolags informationsskyldighet: Särskilt vid offentliga uppköpserbjudanden
Stockholm University, Faculty of Law, Department of Law.
2020 (Swedish)Independent thesis Advanced level (professional degree), 20 credits / 30 HE creditsStudent thesis
Abstract [en]

The Market Abuse Regulation (MAR) constitutes the main regulatory framework regarding information provision. The purpose of MAR is to protect the integrity of the stock markets and to increase investor confidence in them. Nevertheless, MAR shall maintain a uniform and comprehensible regulation. This thesis espe- cially analyzes article 7 MAR, which describes what constitutes insider infor- mation, and article 17 MAR, which describes when and how insider information is to be disclosed. The thesis also examines whether the regulation is appropriate and legaly certain.Since public takeover bids are recurring on the stock markets and often in- volve large sums of capital, this thesis also investigates what information obliga- tions an offeree company has when it is subject to a public takeover bid. In ad- dition, before a bid is offered, the bidder often wants to conduct a due diligence of the offeree company. Therefore, the extent to which the offeree company can provide selective information to the bidder is also analyzed. Finally, it is examined whether there may be a “stock market legal obligation” for the offeree company’s board to allow a due diligence.Articles 7 and 17 MAR are often applied together by the issuer. Both articles 7 and 17 MAR contain several requisites which are difficult to interpret and vaguely worded. In addition to the fact that it may be difficult for the issuer to determine what constitutes insider information, it can also be difficult to deter- mine when something constitutes insider information. Increased transaction costs are the consequence when issuers are forced to significant monitoring and em- ploy legal expertise to be able to comply with MAR. The result of the vague definitions that follow from articles 7 and 17 MAR is that the most vital rules concerning information disclosure are not sufficiently appropriate to achieve their stated purposes. A potential solution to the problem is that Esma provides guidelines that clarify the requisites in the articles.During a takeover process, different things happen that sooner or later should be considered to be insider information that must be disclosed. In reality, the offeree company often uses the opportunity to postpone a disclosure when they face a possible bid. Nevertheless, offeree companies usually consider that certain information constitutes insider information at an early stage of the process. This can especially cause problems if the information leaks, since the company must then publish the information at an (too) early stage. This in turn can jeopardize the bid and, in the worst case, mislead the market.In essence, selective disclosure is not acceptable as it creates information asymmetries which can damage public confidence in the stock markets. How- ever, exceptions are allowed in a bidder's due diligence, if certain conditions are met. Some contractual agreements would be impossible if selective disclosure was not permitted in certain specific cases.There is no “stock market legal obligation” for the offeree company’s board to admit a due diligence towards the bidder. However, it can be argued that such an obligation exists towards the company’s shareholders.

Place, publisher, year, edition, pages
2020. , p. 78
National Category
Law
Identifiers
URN: urn:nbn:se:su:diva-178531OAI: oai:DiVA.org:su-178531DiVA, id: diva2:1390438
Available from: 2020-02-04 Created: 2020-01-31 Last updated: 2020-02-04Bibliographically approved

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