Abstract

This article accepts that shareholders must have the right to access information on any ‘substantial’ acquisition or disposal of beneficial interests in issued securities of a class in a ‘regulated company’ that reaches or exceeds statutorily prescribed thresholds in varied jurisdictions. The study compares the regulation of disclosure of securities acquisitions and disposals in South Africa with that of the United Kingdom (UK), the United States of America (US), and Zimbabwe. Of the four jurisdictions, from a shareholder perspective, the US has more organised and stratified takeover regulation with the potential to identify acquirers and learn about their intentions as early as possible if their acquisitions meet statutorily prescribed thresholds. The US takeover regulation enables the target directors and shareholders to start negotiations with the acquirer(s) who intend to take over the company in the future, by circumventing and mitigating tactics by the acquirers to gain creeping control to ‘divide and conquer’ the target shareholders. The South African and UK takeover regulations protect shareholders’ interests by ensuring that persons who dispose of and/or acquire securities reaching the prescribed threshold notify the requisite stakeholders. To further strengthen their takeover regulations, both South Africa and the UK can import lessons from the US, as proposed in this article. This article submits that the Zimbabwean takeover regulation on disclosures of securities disposals and purchases is inappropriate and inadequate from the perspective of shareholders’ interests; hence, a proposal for its overhaul through repeal and replacement with functional statutory provisions is suggested.