Sell-Side M&A: Shareholder Information Rights

Sell­ing share­hold­ers have an inter­est in max­i­miz­ing sales pro­ceeds. This requires pro­vid­ing the poten­tial pur­chaser with as much (price-relevant) infor­ma­tion as pos­si­ble – infor­ma­tion the sell­ing share­hold­ers need to obtain from the tar­get company.

The impor­tance of information

If con­fir­ma­tion was ever needed of the impor­tance of infor­ma­tion for deal-making, the (joint) award of the 2013 Nobel Prize in Eco­nomic Sci­ences to Eugene F. Fama drove home the point. Fama is most renowned for his work on the effi­cient mar­ket hypoth­e­sis, which, in essence, argues that asset prices reflect avail­able information.

Pur­suant to Sec 22 para 2 of the Aus­trian Act on Lim­ited Lia­bil­ity Com­pa­nies (GmbHG), share­hold­ers are enti­tled to inspect the books and records of their com­pany dur­ing a period of 14 days prior to the annual gen­eral meet­ing con­vened to resolve on the company's finan­cial state­ments. This con­trol right is