Contributed By CHSH Cerha Hempel Spiegelfeld Hlawati
In the event of a takeover offer, the administrative bodies of the target company, ie, the management board and the supervisory board under Austrian corporate law, must not take any measures which would likely deprive shareholders of the opportunity to make a free and informed decision about the offer. No measures must be taken that frustrate the outcome of the offer from the moment the bidder's intention to launch an offer becomes known (ie, the moment the target company becomes aware) until publication of the results of the offer, and in the event that the offer is a success, until implementation of the offer. However, measures that could frustrate the outcome of the (hostile) takeover are permissible if the target company's shareholders' meeting explicitly approves such concrete measure. The Takeover Act mentions the issue of securities that could prevent the bidder from acquiring control of the target company. Pursuant to the Act, the administrative bodies of the target company are also free to seek out competing bidders ('white knights') without obtaining the consent of the shareholders' meeting.