Acts of the management board of the target company

(1) After publication of the decision to make an offer, until publication of the result under section 23(1), first sentence, no. 2, the management board of the target company may not undertake acts that could prevent the success of the offer. This does not apply to acts that an ordinary and conscientious manager of a company not affected by a takeover offer would also have undertaken, to the search for a competing offer, or to acts to which the supervisory board of the target company has consented.
(2) Where the general meeting authorises the management board, before the period named in subsection (1), first sentence, to undertake acts falling within the competence of the general meeting, in order to prevent the success of takeover offers, those acts must be specified by type in the authorisation. The authorisation may be granted for at most 18 months. The resolution of the general meeting requires a majority comprising at least three-quarters of the share capital represented at the passing of the resolution; the articles of association may determine a larger capital majority and further requirements. Acts of the management board on the basis of an authorisation under the first sentence require the consent of the supervisory board.
(3) (repealed)