Directive 2004/25/EC on takeover bids : its impact on Maltese legislation

Abstract

Among the Directives promulgated by the European Union authorities is Directive 2004/25/EC on Takeover Bids which was to be implemented in the Member states by May 2006. This thesis goes on to set forth a general introduction to the concept of takeover bids, offering a definition to takeovers and introducing other aspects akin to the conduct of takeover bids. Following the introduction to the general principles of takeovers, Chapter 2 deals with the regulation of takeover activity. Prior to the implementation of the Directive, the Member States regulated takeovers in light of their stock markets thus resulting in various forms of regulation. Markets having high takeover activity, such as the United Kingdom, already had detailed takeover regulation, whereas on the other hand, Member States like Malta had negligible regulation if at all. Hence, this chapter deals with takeover regulations in Malta and other Member States prior to the transposition of the Directive. The following chapter delves into the salient features of the Directive itself highlighting its strengths and weaknesses when implemented in the national regimes of the Member States. The transposition of the Directive had a significant impact on the Maltese regime regulating in detail an almost unregulated area of the securities market. However, whether the scope of the Directive in harmonising the diverging national regimes of the Member States has been achieved is still not clear. Chapter 4 offers a comparison of the European Union adopting the Directive in its Member States on one hand and the United States federal and state system on the other hand. In conclusion, Chapter 5 suggests that although the impact of the Directive might have been a positive one on Malta, offering if anything some form of regulation in respect of takeover bids, it is questionable and still to be seen whether the goals of the Directive have been achieved.