Portal de Periódicos da CAPES

Continental AG vs. Schaeffler, Hidden Ownership and European Law - Matter of Law or Enforcement?

2008; RELX Group (Netherlands); Linguagem: Inglês

10.2139/ssrn.1170987

1556-5068

Dirk Andreas Zetzsche,

European and International Law Studies

This note presents my position regarding the hidden ownership schemes currently employed by the Schaeffler group to build up stakes in Continental AG in preparation for an unsolicited surprise cash-bid for Continental's shares. It summarizes the information publicly available on the Schaeffler / Continental case as of 19 August 2008, providing a useful source on hidden ownership schemes in general. Furthermore, it puts the Continental vs. Schaeffler pattern in context of Judge Kaplan's recent ruling in CSX / The Children's Investment Fund (TCI) as well as the FSA's forthcoming rule with respect to the disclosure of CFD long positions. Prompted by the Schaeffler group's current takeover bid for Continental, I hint at some of the results in two forthcoming articles of mine, titled 'Empty voting and Hidden Ownership - The European Perspective' and 'Challenging Wolf Packs - Thoughts on Efficient Enforcement of Shareholder Transparency Rules'.