El régimen de las Ofertas Públicas de Adquisición de Acciones (OPAs) en la Unión Europea y en España

Résumé

The regulation of takeover bids (TOB) for securities in Spain has been adapted, in the year 2007, to the European Community Directive of 2004 by amending the Securities Market Act by the Act 6 / 2007, April 12, and the enactment of Royal Decree 1066/207, July 27, regulating the regime of takeover bids for securities. This adaptation has meant a radical change in the regulatory system that has gone to demand the formulation of a takeover bid as a prelude to acquire control of a listed company (TOB "a priori") and allow the takeover to be addressed to full or part of the capital of that company to establish an obligation to make a takeover bid as a result of the acquisition of control of a listed company (TOB "post") and require the tender offer is directed to the whole of the voting stock of that society. This change of regulatory paradigm has a decisive influence on key aspects of takeover bids such as charges, the defences of the target company off the takeover or sell-out and squeeze-out.