Introduction

The corporate takeovers through public securities markets (‘public takeovers’) by means of a public offer (‘takeover bid’) are relatively new in Slovak law. After the change of the political, economic and social system in 1989, there was an urgent need to restructure the entire Czechoslovak economy. The restructuring occurred through a massive privatisation of state-owned enterprises, the model and method of which was changed, modified and adjusted several times. Another factor that has had a significant impact on the development of public securities markets, including the public takeovers regulation, is European legislation. Its implementation put a visible mark on the Slovak securities regulations, their implementation and enforcement. This political, economic, social and legal environment during the last two decades has considerably influenced the current situation on public securities markets, which may be characterised by a high concentration of capital and a low liquidity of equity securities.

The public takeover regulation was introduced into Slovak law in April 1994 by Act No. 88/1994 Coll., which amended the then applicable Act No. 600/1992 Coll. on securities. Anyone who acquired more than 30 per cent of the shares of an issuer admitted to trading on a public market was required to offer to purchase all the remaining shares for the market price at the time of exceeding the 30 per cent threshold (‘offering duty’) and was required to notify the acquisition to a public market organiser. The duty also covered persons acting in concert.