Take-Over Legislation in Hungary

Sándor, Tamás (2002) Take-Over Legislation in Hungary. Acta Juridica Hungarica, 43 (1-2). pp. 91-117. ISSN 1216-2574

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Abstract

In the first part of the paper, the author provides an extensive analysis of the take-over regulation of 1997, the first of this kind in Hungarian law. The author examines the relationship of take-over and antitrust law pointing out the ambiguities of the regulation of 1997. The second part of the paper is dedicated to the recent Hungarian take-over regulation of 2001, containing more strict and detailed rules at the same time increasing the regulative competence of the government agencies considerably. The paper concludes on a note of doubt concerning the reasonableness of such an powerful extension of state regulation. The relationship between the rules of company law and securities law governing the acquisition of shares of Hungarian public companies is an important problem of legal dogmatics. Since the acquisition of shares is an issue essentially governed by company law, the decision of the legislator both in 1997 and in 2001 to include the rules concerning take-over into securities law (thus rigidly separating them from the rules of company law) must be considered unreasonable. It is argued that the fundamental problematic of the new regulation is that the purport and the signification of the take-over legislation receded in the process of recent legislation to give way to the prevalent and unjustifiably omnipotent requirements of rigour and "restoration of order". The author, however, admits that the Hungarian legislation has adopted rules very similar to other European jurisdictions.

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