Represivne mjere obrane ciljnog društva u hrvatskom pravu preuzimanja dioničkih društava

Abstract

the Croatian legal and economic order. It is argued that strong passivation of the management is not a good solution due to the unbalanced interference with the competence of the bodies of the joint stock company. Deviation from the general coercive regime of competence of the bodies should be harmonized with the constitutional principles of adequacy and proportionality. It is proposed, de lege ferenda, to relax the strict rule of neutrality by allowing the management to take actions in the interest of the target company during the bidding period, which would be taken by an orderly and conscientious businessman. The paper analyzes five repressive defensive measures: criticism of the bid and the bidder, search for a competitive bidder, counter-offer to take over, change of assets or capital structure and creation of barriers based on competition law. The practical effect is determined for each measure.