Takeover breakthrough rule
The rule concerns barriers that can prevent an offeror or shareholders from exercising the rights contemplated by the relevant takeover framework. The EU framework addresses particular restrictions, voting arrangements and related rights, with conditions, safeguards and possible compensation. National implementation and permitted options matter, so the concept is not a universal cancellation of every special right or private agreement. Distinguish it from board-neutrality restrictions on new frustrating actions and from a mandatory offer obligation.
Worked example
An adviser reviews a voting restriction in a target’s constitutional documents. It considers whether a particular breakthrough provision applies at the relevant stage, rather than assuming every restriction vanishes when any bid is announced.
Common mistake
Assuming the rule cancels every voting or transfer restriction in every jurisdiction, or confusing it with board-neutrality limits on new defensive actions.
Where it appears in your exams
| Qualification | Exam | Relationship | Period |
|---|---|---|---|
| ACCA | AFM | Supporting | September 2026–June 2027 |