Friday, 27 July 2012

Europe: Commission report on the Takeover Directive

The European Commission's report on the operation of the Takeover Directive (2004/25/EC) has been published: see here (pdf). The report draws upon the results of an external study which considered, amongst other things, the implementation of the Directive. The study is available here (pdf) with a couple of annexes published separately and available here (pdf) and here (pdf).

The Commission has concluded that, in general, the regime created by the Directive is working satisfactorily. Amendments are, however, suggested in order to improve legal certainty and the effective exercise of minority shareholder rights. It is, for example, suggested that the concept of 'acting in concert' could be further clarified and that a further investigation is needed to consider how minority shareholders are protected within the Member States where there has been a derogation in respect of the mandatory bid rule.

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