Is a simple right of first refusal in a shareholders’ agreement sufficient on its own to constitute acting in concert under LETA?
Antwort
No. The Swiss Takeover Board has repeatedly held that a unilateral right of first refusal without accompanying voting commitments or other arrangements does not constitute control-relevant coordination (see decision concerning EFG International AG, 2016).
Weitere relevante Fragen
Is the Communication Generator free to use?
Yes. The Communication Generator is free to use.
Does every shareholder or member qualify as a beneficial owner?
No. The fact that a company requests information from a shareholder or member does not automatically mean that this person is a beneficial owner. Indirect structures, acting in concert and other means of control may also be relevant.
Does the Communication Generator identify the beneficial owners?
No. The generator supports communication and information gathering. The actual assessment of who qualifies as a beneficial owner and who must be reported to the transparency register takes place afterwards. Konsento’s Transparency Register Reporting Assistant can be used for this assessment.