originally the 19.9% takeover threshold was set (quite some years ago) because in reality a shareholder can control a company with less that 50.1% of the issued capital. You can find instances where a major holder with, say, 30 to 40% of holdimg has effective managemnet and hence "control" of a company via board control. Thus, that 19.9% was a threshold set to in some ways protect the shareholders. Any significant shareholder that wants to "control" a company without owning more than 50% of a company will need to make a takeover offer.
Some major shareholders still, by not making a takeover offer, but using the 3% every 6 months rule, can gain management control of a company.
This is just a briefl summary.
In the case of a listed public company, where a major shareholder has board control and owns 50.1% but not 100%, there needs to be some independent directors on board to "protect" the interests of the minority shareholders.
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