Board Neutrality and Breakthrough Rules 1998 TUF 2007 TUF (implementation of XIII directive) 2008 TUF (anti-crisis decree) Board neutralityMandatory Mandatory, subject to reciprocity Optional, subject to reciprocity Breakthrough Only for some shareholders agreements (art. 123 TUF) Mandatory, subject to reciprocity (except some shareholders agreements) Optional, subject to reciprocity (except some shareholders agreements)
Takeovers Regulation in Italy: Empirical Analysis and Recent Developments Overview of Recent Developments – Mandatory Bids (Art. 106 TUF) – Board Neutrality (Art. 104 TUF) – Breakthrough Rule (Art. 104-bis TUF) Empirical Analysis (1998-2008) Assessment of the New Regulatory Framework
1998 TUF – Protecting Minorities in Friendly Takeovers, Compromise with Excessive Cost of Takeover; – Acknowledging and Addressing Conflict of Interests in the Adoption of Defensive Measures; – Harmonizing Regulatory Framework 2008 TUF – Takeovers Potentially More Expensive for Bidders; – Abolition of Mandatory Board Neutrality and Breakthrough
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