LIECHTENSTEIN Law and Practice Contributed by: Alexander Appel and Hemma Kohlfürst, Schurti Partners Attorneys at Law Ltd
lärung ) of the remaining issued shares. However, such squeeze-out has to occur against payment of the offered price or performance of the offered exchange in shares. The bidder must file such request within three months.
Under Liechtenstein law, companies are not generally obliged to disclose any other arrangements regard - ing their corporate governance. However, exceptions apply for Liechtenstein companies whose shares are listed on a stock exchange or traded on another regu - lated market in an EEA member state; such public companies are obliged to periodically publish a cor - porate governance report. 7.3 Producing Financial Statements Under the applicable listing rules, a listed company must timely publish its annual report following the end of its financial year. As part of the annual report, financial statements drawn up in accordance with a recognised standard (IFRS, GAAP) must be included. In accordance with applicable listing rules, listed com - panies must also timely inform the market of any facts that are price sensitive. 7.4 Transaction Documents The transaction documents do not typically have to be disclosed in full. Under Liechtenstein law, members of the board of directors owe a statutory duty of care and loyalty to the company, and must treat the shareholders of the company equally in the same circumstances. When exercising these duties, the members of the board of directors must safeguard the interests of the compa - ny; this is understood to also include employees and other stakeholders. The board members must comply with all duties in the event of a business combination. 8.2 Special or Ad Hoc Committees 8. Duties of Directors 8.1 Principal Directors’ Duties It is not common for boards of directors to establish special or ad hoc committees in business combina - tions, especially if the board of directors does not consist of a large number of members. For certain large companies, the law requires the establishment of certain committees within a board of directors. 8.3 Business Judgement Rule The Liechtenstein courts regularly apply the business judgement rule as a test for the conduct of the board
6.11 Irrevocable Commitments Such undertakings are not common.
7. Disclosure 7.1 Making a Bid Public
If regulatory approval from the FMA is required, the applicable documents must be submitted to the FMA. This does not mean that drafts or copies of the trans - action agreements must be submitted to the FMA, but specific parameters may have to be disclosed. Furthermore, the information on the new direct and indirect shareholder(s) required by statutory law and the FMA’s Guidelines must be timely submitted to the FMA. Under the Disclosure Act, it is not necessary to make a mere bid public; the disclosure rules thereun - der only apply to completed transactions. In some cases, the articles/by-laws of the Liechten - stein target company contain provisions on the inter - nal disclosure of a bid. For such cases, these pro - visions must be complied with. Such requirements usually exist if the shares of the target companies are subject to transfer restrictions set forth in the articles/ by-laws of the target company. 7.2 Type of Disclosure Required In addition to the disclosure referred to in 7.1 Mak- ing a Bid Public , the issuance of new shares requires the amendment of the target company’s articles/by- laws. If the entity has the legal form of a corporation ( Aktiengesellschaft , or AG) or a company limited by shares (GmbH), the amendment must be performed by way of public deed or notarial deed. In order to record the issuance of new shares and the new share capital in the commercial register, such deed must be filed with the Office of Justice (Commercial Registry) and thereby becomes part of the register file for the target company. As such, any third party is entitled to inspect the register file and, by doing so, the deed.
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