CUNEF Universidad hosts a session on the main players and issues, and the success or failure of takeover bids

Last Thursday, 6 February, the Auditorium of the Almansa Campus hosted the fourth session of “Thursday Law CUNEF Universidad”, on current legal topics. During this session, entitled “Takeover bids: legal strategies for defence and success”, the speakers discussed the main players and problems, the takeover process, and the success or failure of public takeover bids, highlighting certain key aspects:

• In their basic structure, takeover bids are simple operations aimed at acquiring shares in a listed company.
• In a takeover bid, final and sovereign decisions are always made by the shareholders, who determine the success or failure of the operation.
• The Securities Markets and Investment Services Act entrusts the CNMV (National Securities Market Commission) with supervision of financial markets to ensure transparency, correct pricing and investor protection.
• The main role of investment banking is to help make transactions happen. Honesty in customer advice is crucial.
• The main issues involving takeover bids relate to outside interference. In competing takeover bids, lawyers present multiple alternatives on a recurring basis and the CNMV must decide.
• The “passivity rule” prevents management from taking defensive measures once a takeover bid is announced, but they can take preventive measures beforehand or find competing offers to make the process more ethical, transparent and competitive.
• The success or failure of takeover bids depends on multiple factors, such as price, that have nothing to do with legal aspects.

The speakers were Ángel Benito, Markets Director-General of the CNMV (National Securities Market Commission), Antonio Rodríguez-Pina, Chairman of the Board at Deutsche Bank Spain and CUNEF S.L.U., and Javier García de Enterría, Chair of the Professorship of Legal Studies at CUNEF Universidad. The session was chaired by Andrés Betancor, director of the Department of Law at CUNEF Universidad.