During a takeover, a shareholder will have a choice as to whether they vote in favour of the takeover and accept the bidder’s offer or to hold onto their shares. By opting for the latter, the shareholder may find that they become a minority interest if the takeover is successful. This may not benefit them and the bidder. The shareholder may be isolated and experience a fall in value of their investment. The Corporations Act provides a mechanism whereby this potential conflict can be avoided.
Chapter 6A of Corporation Act gives a person a right to compulsorily acquire securities under certain circumstances, depending on the level of person’s interest in the relevant class of securities or at the relevant entity overall
Compulsory acquisition can be a desirable means of corporate justification, providing substantial benefits to the bidder and protecting the rights of shareholders at the same time.
However, as the compulsory acquisition process involves the expropriation of minority shareholder, there exist a right to safeguard the interest of shareholders.
OBJECTIVES OF COMPULSORY ACQUISTION.
The main objective of compulsory acquisition is to balance to the interest of overwhelming owner with a need to protect the interest of shareholders. This balance allows owner to gain access to administrative and tax related benefits by ensuring that minority holders are
(1) Treated fairly and reasonably
(2) Given sufficient information as to acquisition rights
(3) Where necessary, have access to external scrutiny through courts and other regulatory bodies like ASIC
Compulsory Acquisition provision also ensure that the remaining shareholders who opted to hold on to their share have an opportunity to avoid being locked in as mino...
... middle of paper ...
... issued and the notice must inform them of this right. In a general compulsory acquisition, the notice must inform holders to obtain name and address of other shareholders from the company register.
STATUTORY PROCEDURE FOR COMPLETION.
Completion to be by treaty or statutory procedure where a person entitled to acquire securities under section 661A or 6641 must either pay, issue or transfer the consideration to the holder of the securities. The bidder can also take a transfer of securities as a part of consideration and have the company that issued the securities register the transfer. The person acquiring the securities must give the company that issued the securities a copy of compulsory acquisition notice that is signed as transferee by the person acquiring the securities or signed by transferor by someone appointed by person acquiring the securities.
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