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ARTICLE · 03 DECEMBER 2009

Control Premium In Takeovers? – A Nordic Perspective

In the beginning of October 2009, the revised Takeover Rules drafted by the Swedish Industry and Commerce Stock Exchange Committee and Stockholm Stock Exchange came into force in Sweden.

FinlandCorporate/Commercial Law
Juha Surve
Juha Surve

Setting the scene

One of the starting points in company law is the one share one vote principle, meaning that each share entitles to one vote. However, issuing classes of shares with different voting and financial rights is permitted in many jurisdictions. The Nordic countries have a long-established corporate practice of using different classes of shares forming control-oriented corporate governance systems in limited liability companies. Having a 'blockholder', a single shareholder or a cohesive alliance of shareholders, who own a major fraction of the voting rights in order to hold a controlling position in the company, has traditionally been quite common in the Nordic countries. At the same time, corporate practice in the UK and the United States have had more of an 'arms-length' system of ownership and control due to widely dispersed share ownership, which is common in these jurisdictions. During the past few years, the Nordic control-oriented corporate

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