Abstract

The reading of the reasons behind the regulation on mandatory tender offers in Italy has evolved over time. In the first instance, focus was placed on equality of treatment for shareholders and premium distribution. After a long debate exit came on the scene to become the dominant, if not exclusive, driver supporting the mandatory bid rule. However, implementation of the EU Takeover Directive in Italy moved things back and revived premium distribution as a fundamental reason underlying the mandatory offer regime. The paper contains an overview about the swinging perspective and suggests that premium distribution, which is still core to the mandatory bid rule, works synergistically with exit. Recent unprecedented questions arisen in the context of mandatory offers are then tested against, and construed in accordance with, equality of treatment and exit.