PERTANIKA JOURNAL OF TROPICAL AGRICULTURAL SCIENCE

The Equal Opportunity Rule (EOR) is the foundation of takeover laws in the United Kingdom and Malaysia. Under the rule, fairness in takeover is considered achieved through affording equal treatment to all shareholders of the target company in four aspects, namely rights to disinvestment, equal premium, information and decision making. The notion of equality favours shareholders and imposes higher burden on the acquirer. From qualitative studies of the rule and comparative analysis between Malaysia and the UK, it may be concluded that the ultimate benefit of the rule is to enable shareholders of a target company to make an informed decision on whether to remain as shareholders after being communicated on the potential changes to the target company and offered with a fair price to exit the company. As shareholders represent larger segment of the society, the rule that favours the majority will directly benefits the society and prevails. Hence, we maintain that the rule should be preserved in the Malaysian takeovers law because social benefit derived from it outweighs harms that it causes to acquirers and are necessary to protect shareholders of the target company from greater harms that takeover might causes in its absence.