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19 - Adoption of the European Directive on takeover bids: an on-again, off-again story

from PART 1 - Perspectives in company law, SECTION 3: Takeover law

Published online by Cambridge University Press:  04 August 2010

Michel Tison
Affiliation:
Universiteit Gent, Belgium
Hans De Wulf
Affiliation:
Universiteit Gent, Belgium
Christoph Van der Elst
Affiliation:
Universiteit Gent, Belgium
Reinhard Steennot
Affiliation:
Universiteit Gent, Belgium
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Summary

The on-again, off-again progress of the takeover Directive began in the 1980s at a time when major economic restructurings were being carried out. The debate on the Directive became less active in 2004 and was thereafter resumed at the beginning of 2005 and came to fruition in March 2006.

This progress corresponds to a series in five episodes:

1st episode (from 1985 to 1999): the rise. Why a takeover directive? What provisions should this directive contain?

2nd episode (from 2000 to 2001): the downfall. Many accidents marred the progress of the directive and led to its rejection by the European Parliament in 2001.

3rd episode (from the end of 2001 to 2003): the reprieve. Mr. Bolkestein did not accept this setback and sought to give a new momentum to these efforts by entrusting a group of experts with the task of finding a way to break the deadlock.

4th episode (in 2004): smoke and mirrors. Adoption in 2004 of a non-directive.

5th episode (starting from 2004): implementation in the domestic laws of the Member States.

1st episode: Why a takeover directive? What provisions should this directive contain?

In 1985, the Commission published its White Paper (Completing the Internal Market) and announced its intent to propose a directive in order to approximate Member States' legislations on takeover bids. The Commission then launched a four-year works programme.

Type
Chapter
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Publisher: Cambridge University Press
Print publication year: 2009

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References

Lambert, L. and Bedrossian, S., ‘La réglementation des OPA dans l'Union européenne, un chantier plein de surprises’, HEC dissertation, May 2002Google Scholar
Muffat-Jeandet, D., ‘OPA: l'histoire d'une directive européenne. Le rejet de la proposition de 1989 et de ses versions revises’, Revue du Marché commun et de l'Union européenne, 475 (2004), 111Google Scholar
Simon, J., ‘OPA: divine surprise ou faux semblant?’, Revue européenne de droit bancaire et financier, 3 (2003), 329.Google Scholar
Ferrarini, G., ‘Take Over Defences and New Proposal for a European Directive’, Second European Conference on Corporate Governance, Brussels, 28–29 November 2002Google Scholar
McCahery, J. and Hertig, G., ‘An Agenda for Reform: Company and Takeover Law in the EU’, in Ferrarini, G., Hopt, K., Winter, J. and Wymeersch, E. (eds.), Modern Company and Takeover Law in Europe (Oxford University Press, 2004).Google Scholar

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