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해외 M&A의 법적 쟁점 - Sullivan & Cromwell

해외 M&A의 법적 쟁점 - Sullivan & Cromwell

해외 M&A의 법적 쟁점 - Sullivan & Cromwell

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2.4 Public Companies<br />

b) Disclosure of Interests and Intentions<br />

continued<br />

Disclosure of interests<br />

- Any person who sees its interest in the capital or voting rights of a French public<br />

company exceed, or fall below, the following thresholds:<br />

5%, 10%, 15%, 20%, 25%, 30%, 33.33%, 50%, 66.66%, 90%, 95%<br />

…is required to notify the company and the AMF within 4 trading days<br />

- This obligation must be complied with even if the shares in question are listed on a<br />

European market other than a French market<br />

- The company may have to be notified at thresholds as low as 0.5%<br />

- The definition of ―interest‖ is broad and include in particular concert parties‘ shares, call<br />

options and cash settled derivatives<br />

Disclosure of intentions<br />

- Upon crossing (upwards) the 10%, 15%, 20% or 25% thresholds, the investor must<br />

publicly declare its intentions vis-à-vis the issuer for the next six months, as well as<br />

disclose the sources of financing it has used for the acquisition<br />

85

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