General Principles
Within the series of directives specifically addressing listed companies and financial markets, the Takeover Bids Directive – Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on Takeover Bids – pursues the ambitious goal of achieving a full harmonisation of the rules of Member States in the field of takeover bids.
A ‘takeover bid’ or ‘bid’ means a public offer made to the holders of the securities of a company to acquire all or some of those securities, whether mandatory or voluntary, which follows or has as its objective the acquisition of control of the offeree company in accordance with national law (Article 2 Directive 2004/25/EC).
Directive 2004/25/EC was adopted after a long and constructive debate among the European institutions. Both the first and the second proposal for a Directive containing regulations on takeover bids presented by the Commission to the Council and the European Parliament were rejected for the lack of sufficient agreement among the Member States. Whilst the first proposal, submitted on 19 January 1989, contained detailed and mandatory rules, in light of the preference expressed by the Member States, the second proposal, submitted on 8 February 1996, expressed more general principles. Notwithstanding the new approach, the second proposal was also rejected. Therefore, the Commission entrusted the High Level Group (see, Chapter 4, § 4.3) with the task of drafting another proposal in an attempt to solve the most critical issues raised by the European Parliament during the discussion of the second proposal. Directive 2004/25/EC adopted on 21 April 2004 substantially benefits from the contribution of the High Level Group Report.
The grounds for adopting such a Directive are expressed in the Preamble as follows:
Recitals 1–3 Directive 2004/25/EC
(1) In accordance with Article 44(2)(g) of the Treaty, it is necessary to coordinate certain safeguards which, for the protection of the interests of members and others, Member States require of companies governed by the law of a Member State the securities of which are admitted to trading on a regulated market in a Member State, with a view to making such safeguards equivalent throughout the Community.
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