الحماية القانونية للمساهم في الشركة المستهدفة بعرض الاستحواذ الودي : دراسة تحليلية في القانون الإماراتي

الملخص EN

Takeover is an important way of economic concentration.

The bidder, with a large share holding of company's shares, is expanding his scope economically and geographically, which increases his competitiveness in the market.

Takeover also enhances the competitiveness of the company targeted by it, and can improve its performance by leveraging the bidder economic capabilities.

However, these advantages are offset by certain flaws, and do not compromise the risks that may be incurred by the shareholders of the company targeted by the takeover bids, as their agreement to sell their shares and thus enable the bidder to achieve his aim should be foresight of them, and they should have a certain role in examining the impact of the takeover on the company and then making the appropriate decision in the light of selling the shares or rejecting the bid, If they agree, the conditions of the takeover must be regulated in order to avoid the arbitrariness of the majority, thereby enabling shareholders to obtain best offers.

So there is a need for legal protection surrounding the shareholders of the company targeted by the takeover.

Since the UAE legislator provided for the takeover in Commercial Companies Law No.

2 of 2015, as well as a 2017 decision by the Securities and Commodities authority to regulate the takeover provisions, the question arises as to the adequacy of the provisions in UAE legislation in relation to the protection of shareholders.

The research showed that the UAE legislator surrounds shareholders with a pre- acquisition protection and a subsequent protection, but some provisions embodied this protection require some modifications to strengthen this protection or to avoid ambiguity, which has been concluded by the research in its recommendations.