Vijandige overname

A hostile takeover occurs when an offeror acquires shares in a target company, typically through a public offer, while the management board of the target company opposes the transaction. This type of takeover is distinguished from a friendly takeover by the absence of cooperation between the parties.

In Dutch company law, hostile takeovers are relevant because they directly affect the interests of shareholders, directors and other stakeholders. Provisions of the Dutch Civil Code, the Takeover Code and the Corporate Governance Code establish the procedural framework and safeguards for the parties involved.

In practice, hostile takeovers may give rise to litigation, including disputes over the mandatory bid obligation or the role of the supervisory board in defending against the offer.