@misc{9227483,
  abstract     = {{Public takeover bids have long constituted a central feature of the stock mar- ket and are characterised by a bidder making an offer to the shareholders of a listed company to sell their shares. Since such offers, as well as the withdrawal of such offers, may affect the target company’s share price as well as confidence in the stock market, it is important that the bidding process is marked by clarity, equal treatment of shareholders, and predictability. At the same time, it is important for the bidder to protect itself against risks that may affect the possibility of completing the acquisition. In order to balance these interests, a public takeover offer may include so-called conditions for com- pletion, which enable the bidder, under certain circumstances, to withdraw its offer.
The purpose of this thesis is to examine when a bidder may withdraw an offer. This purpose also encompasses an analysis of the requirements imposed on the formulation of conditions for completion, the limitations that apply to the bidder’s ability to invoke such conditions, and the significance of the state- ments issued by the Swedish Securities Council and of the concept of good practice in the stock market for the assessment. In addition, the thesis proble- matises the Swedish Securities Council’s norm-setting function from the per- spective of predictability. To fulfil this purpose, a legal dogmatic method is employed. However, since Swedish takeover law is largely based on self-re- gulation, certain methodological issues arise. This self-regulation is express- sed through the takeover rules, the statements of the Swedish Securities Council, and the concept of good practice in the stock market, three sources of law that have all emerged outside the traditional legislative process. Despite this, these sources of law in practice govern how public takeover of- fers are carried out, and they are therefore used as central material in the the- sis.
The thesis demonstrates that conditions for completion are, as a main rule, permitted, but that the possibility of including and invoking them is limited by requirements of objectivity, clarity, loyalty, and materiality. The require- ment of objectivity means that fulfilment of the condition may not depend on the bidder's subjective assessment, but must be capable of being determined on the basis of objectively verifiable circumstances. The requirement of sim- plicity and clarity means that shareholders must be able to understand not only the meaning of the condition, but also its significance for the offer. A condition for completion may therefore not be formulated in a manner that creates uncertainty as to when the bidder may withdraw its offer. The fact that a condition for completion may permissibly be included does not, however, mean that the bidder is free to invoke it. In order for the bidder to be entitled to withdraw its offer, it must have acted loyally and, where the materiality requirement applies, the non-fulfilment of the condition must be of material significance to the acquisition. The duty of loyalty means that the bidder may not act in a manner that causes or exploits the non-fulfilment of a condition. The requirement that the non-fulfilment of the condition be of material signi- ficance, in turn, means that the assessment cannot stop at the mere fact that a condition has not been fulfilled, rather, there must be a strong connection between the deficiency and the conditions for the bidder’s acquisition.
Furthermore, the thesis shows that the Swedish Securities Council plays a decisive role in the assessment of conditions for completion, and that it is through the Council’s statements and interpretations of the concept of good practice that the takeover rules acquire their practical content. In this way, the Council contributes to ensuring that the legal area remains sufficiently flex- ible to address new and difficult situations, while this also means that the legal position is not always easy to predict.
In summary, the thesis shows that conditions for completion should not be understood as conferring a general right on a bidder not to be bound by its offer. Rather, such conditions should be regarded as a limited possibility for the bidder to manage potential risks associated with the acquisition.}},
  author       = {{Kirchhoff, Kasper}},
  language     = {{swe}},
  note         = {{Student Paper}},
  title        = {{Offentliga uppköpserbjudanden – Om fullföljandevillkor, lojalitet och god sed på aktiemarknaden}},
  year         = {{2026}},
}