Cyprus company law: board neutrality and breakthrough in takeovers

Abstract

This article discusses the transposition of the board neutrality and breakthrough rule of the EU Takeover Directive (Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids, OJ L 142, 30.4.2004, p. 12–23) into Cyprus company law. These two rules are optional

a reciprocity system is also available to companies which choose to implement these rules. This article considers the Cyprus legislature’s choices regarding the optionality and reciprocity regime and discusses whether these choices facilitate takeovers and the exercise of the EU fundamental freedom of establishment. The approach of other EU jurisdictions towards optionality and reciprocity will also be analysed in comparison with the Cyprus approach.