PHILIPPINES Law and Practice Contributed by: Rose Marie M. King-Dominguez, Melyjane G. Bertillo-Ancheta and Franco Aristotle G. Larcina, SyCip Salazar Hernandez & Gatmaitan
11.2 Aims of Activists There are reported cases of minority shareholders objecting to offer prices in tender offers that are not triggered by a private sale, such as a tender offer ini - tiated by a majority shareholder in connection with a petition for voluntary delisting. 11.3 Interference With Completion Where minority shareholders object to offer prices in tender offers described in 11.2 Aims of Activists , the usual goal is to compel the offeror to increase the tender offer price or stop the tender offer.
the exchange of information among such sharehold - ers. The PSE has also tightened the voluntary delisting rules by introducing changes meant to protect the minority shareholders in instances where the listed company seeks voluntary delisting. Among the chang - es are the requirements to obtain approval of at least two-thirds of the entire membership of the board of directors, including approval of the majority (but not less than two) of the independent directors, and approval of stockholders owning at least two-thirds of the total outstanding and listed shares of the listed company. Moreover, the number of votes cast against the delisting proposal should not be more than 10% of the total outstanding and listed shares of the listed company. The amended rules also set certain criteria in determining the tender offer price.
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