Introduction

As a party to the Treaty on the European Economic Area (EEA) Liechtenstein was also obliged to implement the Takeover Directive in its national law. Liechtenstein has abided by this obligation by passing the law of 22 June 2007 on takeover bids (hereinafter: the Takeover Act). In the absence of any previous specific legislation regarding takeover bids the Takeover Act constitutes a new element in Liechtenstein legislation. The Takeover Act has been in force since 30 August 2007. To date, no specific executing ordinances or regulations have been issued by the Liechtenstein Government on the basis of the Takeover Act.

Scope

The Takeover Act applies to public takeover bids for securities issued by an offeree company against cash or security consideration. Not only mandatory public takeover bids but also voluntary public takeover bids fall within the scope of the Takeover Act. In accordance with its Article 1 sec. 1 the Takeover Act is only applicable to public takeover bids as regards securities which are admitted for trading on a stock exchange in one or several parties to the EEA or in third-party countries. In this context it is important to note that Liechtenstein does not have any stock exchange of its own. As a consequence, those Liechtenstein undertakings which go public have their securities listed on foreign stock exchanges, in particular the Zurich Stock Exchange.

For the Takeover Act to be applicable, the takeover bid must be public. However, the Takeover Act does not specifically define this term. According to the Government materials 2 there are eight criteria which can serve as a basis for the assessment of a takeover bid's public nature.