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from Part II - Application in each Member State
Published online by Cambridge University Press: 07 May 2010
Introduction
The Austrian Takeover Act entered into force on 1 January 1999. At this time, the first drafts of a proposal for a takeover directive had been discussed among the Member States of the European Union. Due to the lack of a EU-wide takeover regime, the basic principles of the Austrian Takeover Act were based on the well-established British City Code on Takeovers and Mergers.
Takeovers in Austria are, in general, exclusively regulated by the Austrian Takeover Act (ATA – Übernahmegesetz). Certain further restrictions apply to takeovers involving companies that operate in particular industrial sectors such as banking, insurance or the production of military equipment.
The Takeover Directive was passed in 2004. In connection with the implementation of the Takeover Directive in Austria in 2006, the Austrian Takeover Act has been significantly amended and, in addition, a new law on squeeze-outs of minority shareholders has been enacted. The amended Austrian Takeover Act entered into force with retroactive effect on 20 May 2006.
The competent authority for takeovers is the Austrian Takeover Commission (ATC – Übernahmekommission). The ATC supervises the compliance with the Austrian takeover rules and has authority to decide on all matters related to the Austrian Takeover Act, especially to issue opinions and orders as well as to provide advice concerning the application of the Austrian Takeover Act. In practice, the decisions of the ATC provide substantial guidance on the interpretation of the Austrian Takeover Act, and should be carefully considered in all takeover transactions.
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