Order of the Court (Eighth Chamber) of 11 January 2018
Order of the Court (Eighth Chamber) of 11 January 2018
Data
- Court
- Court of Justice
- Case date
- 11 januari 2018
Verdict
Order of the Court (Eighth Chamber) of 11 January 2018 — Amber Capital Italia and Others
(Joined Cases C‑654/16, C‑657/16 and C‑658/16)(1)
"(Reference for a preliminary ruling - Company law - Directive 2004/25/EC - Takeover bids - Second subparagraph of Article 5(4) - Possibility of altering the price of the bid in specific circumstances and in line with clearly determined criteria - National legislation providing for the fixing of the price of the bid at the price ascertained in the event of collusion between the offeror or persons acting in concert with it and one or more sellers - Concept of clearly determined criterion )"
Freedom of establishmentCompaniesDirective 2004/25Takeover bidsProtection of minority shareholders, the mandatory bid and the equitable priceOption for Member States to enable their supervisory authorities to adjust the price of the bid in certain circumstances and according to specified criteriaNational law which allows the price of a takeover bid to be increased in the event of collusion between the offeror or the persons acting together with it and one or more sellersEntitlement to the price ascertained by the supervisory authorityLawfulnessConditionPrice deducible in a clear, precise and foreseeable manner from national law
(European Parliament and Council Directive 2004/25, Art. 5(4), second para.)
(see paras 34-39, operative part)
Operative part
The second subparagraph of Article 5(4) of Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids must be interpreted as not precluding national legislation, such as that at issue in the main proceedings, which allows the national supervisory authority to adjust upwards the price of a takeover bid in the event of collusion between the offeror or persons acting in concert with it and one or more sellers, by merely providing that, with regard to the price to which that takeover bid may thus be increased, that price is to correspond to the price ascertained by that authority, on condition that that price can be deduced in a sufficiently clear, precise and foreseeable manner from the body of national legislation, using methods of interpretation recognised by domestic law.