3 results
11 - Latvia
- from Part II - Application in each Member State
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- By Dace Silava-Tomsone, Raidla Lejins & Norcous, Martins Aljens, Raidla Lejins & Norcous
- General editor Dirk Van Gerven
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- Book:
- Common Legal Framework for Takeover Bids in Europe
- Published online:
- 07 May 2010
- Print publication:
- 27 November 2008, pp 255-274
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Summary
Introduction
Takeovers are regulated in Latvia by the Financial Instruments Market Law (Finanšu instrumentu tirgus likums), effective as from 1 January 2004. The Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids (the ‘Takeover Directive’) was implemented in Latvia through amendments to the Financial Instruments Market Law, which took effect on 13 July 2006.
The Financial Instruments Market Law provides a detailed legal framework for takeovers. In line with the Takeover Directive, the Financial Instruments Market Law aims primarily at protection of the minority shareholders of the offeree companies. Nevertheless, the Financial Instruments Market Law also provides some instruments that are favourable to the majority shareholders, such as the right of squeeze-out.
Takeovers are supervised by the Financial and Capital Market Commission (Finanšu un kapitāla tirgus komisija – the ‘Commission’), a governmental body that is charged with the task to regulate and supervise the financial instruments market in Latvia. The Commission is given a wide range of rule-making, investigatory and enforcement powers in order to meet its statutory objectives.
The Riga Stock Exchange (Rīgas Fondu birža) is currently the only regulated financial instruments market in Latvia.
Scope
The Financial Instruments Market Law regulates the conditions for and the procedure for extension of the mandatory, voluntary and final takeover bids, as well as the consequences of a failure to extend the mandatory takeover bid by a person or entity that is obliged to do so.
8 - Latvia
- from Part II - Application in each Member State National reports for EU Member States
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- By Dace Silava-Tomsone, Lejinś, Torgāns & Partners, Toms Sulmanis, Lejinś, Torgāns & Partners, Aigars Gozitis, Lejinś, Torgāns & Partners
- General editor Dirk Van Gerven
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- Book:
- Prospectus for the Public Offering of Securities in Europe
- Published online:
- 18 December 2009
- Print publication:
- 08 May 2008, pp 185-207
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Summary
Introduction
1. The financial law of the Republic of Latvia (hereinafter ‘Latvia’) consists of a number of laws, regulations and instructions, most of which are adopted by the Financial and Capital Market Commission, the Latvian Central Depository and the market makers.
All laws applicable to the securities market in Latvia may be divided into the following categories:
(i) laws (adopted by the Parliament) and regulations (adopted by the Cabinet of Ministers);
(ii) regulations adopted by the Financial and Capital Market Commission (‘Commission’);
(iii) rules, instructions adopted by the Riga Stock Exchange (hereinafter ‘RSE’) and Latvian Central Depository (hereinafter ‘LCD’).
The main body of legislation governing the securities market is the Financial Instruments Market Law, adopted on 20 November 2003, effective as of 1 January 2004 (hereinafter ‘Financial Instruments Law’). It is a comparatively new law, which replaces and supplements the old Law on Securities; however, since its adoption it has been amended five times. The Financial Instruments Law complies to a large extent with the requirements of the European Union financial services legislation, of which the most important are requirements for the financial instruments to be listed in the Main List and information to be disclosed thereto; requirements for the prospectuses regarding the public offer of transferable securities; requirements for the use of inside information and prohibition of market manipulations.
8 - Latvia
- from Part II - Application in each Member State
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- By Dace Silava-Tomsone, Lejinś;, Torgāns & Partners, Iveta Mikelsone, Lejinś;, Torgāns & Partners, Jurgita Spigule, Lejinś;, Torgāns & Partners
- General editor Dirk Van Gerven, Paul Storm, Universiteit Nyenrode, The Netherlands
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- Book:
- The European Company
- Published online:
- 06 July 2010
- Print publication:
- 13 March 2008, pp 231-251
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Summary
Introduction
The Latvian European Company Act (‘SE Act’), implementing Regulation 2157/2001 of 8 October 2001 on the Statute for a European company (SE) (the ‘Regulation’) and Council Directive 2001/86/EC of 8 October 2001 supplementing the Statute for a European company with regard to the involvement of employees (the ‘Directive’), was adopted on 10 March 2005 and entered into force on 7 April 2005. In accordance with the SE Act, SEs in Latvia are subject to the laws applicable to public limited-liability companies (akciju sabiedrība) and to the legislation governing the Commercial Registry (komercreģistrs), insofar as these provisions do not conflict with the SE Act and/or the Regulation. Thus, SEs registered in Latvia shall be subject to general provisions of Latvian commercial, labour and tax law and other general and specific legislation regulating companies incorporated and operating in Latvia.
In general, the incorporation and operation of various types of legal entities in Latvia is regulated by a relatively recent law, the so-called Commercial Act (Komerclikums). When adopting the Commercial Act, the legislature intended to create an extensive regulatory framework applicable to most types of commercial undertakings. However, even though the Commercial Act could have been amended to accommodate the SE, the legislature decided not to do so and instead enacted new legislation to regulate the SE.
Reasons to opt for an SE
The reasons most often cited in the literature to opt for an SE include: (i) the possibility to operate under a single set of management and reporting rules in various jurisdictions; (ii) the ability to transfer the company's registered office to another jurisdiction (mobility); (iii) the possibility to carry out cross-border mergers; and (iv) the likelihood that companies with a ‘European” identity will be able to attract investors more easily.
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