An analysis of the takeover bids directive

Abstract

This dissertation provides an analysis of the main and most controversial provisions of the Takeover Bids Directive. A definition of takeovers and a brief discussion on the rationale behind the need and the objectives of takeover regulation can be found in the introduction. Chapter One deals with the historical background to the Takeover Bids Directive, going through the various drafts and proposals up to the Directive which has come into force in 2004. Chapter Two deals with the principle of protection of shareholders' undistorted choice in the face of a bid, namely that the shareholders of the offeree company must be afforded sufficient time to enable them to reach a properly informed decision on the bid, together with their right to have sufficient information about the terms of the bid. Chapter Three deals with the Mandatory Bid Rule and the 'equitable price', whilst Chapter Four goes on to provide a thorough analysis of the controversial 'breakthrough' and 'neutrality' rules. Their implementation in certain Member States is also discussed in the light of the optional arrangements which had to be introduced in the Directive in order for it to be approved. Finally, the 'squeeze-out' and 'sell-out' rights are discussed in Chapter Five.