How do you acquire control of a listed company? What protection is available to shareholders and what tools can the directors of the company receiving the offer? Pietro Azzaretto's paper, ......................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
The first part introduces the public offer of purchase and exchange, characterized by a consideration composed of money and financial instruments, distinguishing it from the OPA and the OPS. The analysis then deepens the main classifications of the offers: voluntary and mandatory, totalitarian and partial. Particular attention is dedicated to the protection of minority shareholders, the subsequent mandatory offer and the conditions that allow to benefit from the exemptions provided by the Consolidated Law of Finance.
The paper then examines the distinction between friendly and hostile offers, highlighting the role of the board of directors of the target company and the centrality of the decision of the individual shareholders. In this context, the liability rule, the statutory derogations and the possible defensive strategies are deepened. Among these, there is the figure of the white knight: a third party welcomes the company receiving the offer, which intervenes proposing an alternative to hostile acquisition.
The second part applies the theoretical framework to the Poste Italiane TIM case. The reconstruction proposed by the author examines the industrial project, the structure of the consideration, the subsequent relaunch and the trend of the accessions. The case allows to distinguish the acquisition of control from the company's exit from the listing, illustrating the scenarios of permanence on the Stock Exchange and the possible subsequent transactions.
The last part is dedicated to the operation BPER , the Popular Bank of Sondrio. The contribution retraces the offer initially not agreed, the position of the board of directors of the target and the improvement of the consideration through the addition of a component in money. It also examines the role of the relevant shareholders, the authorizations and the path towards the corporate integration through the merger.
The comparison shows the interaction between legal rules, industrial objectives and shareholder choices: elements that contribute to determining the outcome of the offers and the future structure of the companies involved.
For the full analysis of the framework and the reconstruction of the two cases, see the PDF attached