Title: EU Takeover Regulation: one size can't fit all

Authors: Georgina Tsagas

Addresses: Centre for Commercial Law Studies, School of Law, Queen Mary, University of London, 67-69 Lincoln's Inn Fields, London WC2A 3JB, UK

Abstract: The failure of the EU Takeover Directive to meet the European Commission|s goal of harmonising takeover laws as a means of monitoring corporate performance is a fact. As the Directive|s revision date in 2011 is approaching, it is current and essential to identify the reasons that have made the Directive the subject of such debate and outline the variables that affect its effective implementation. As national divergence in this field remains a problem, it is important to shed some light on why the |one size fits all| approach introduced by the Commission is not a viable option. A historical overview of the Directive and its deficiencies as a harmonising instrument will be provided. The board neutrality rule of article nine and the |breakthrough| rule of article 11 will be the two main provisions discussed. The paper will refer to the significance of takeover activity and refer to practical problems that arise from the takeover|s ambiguous nature. It will suggest that studies linking owner identity to company objectives and performance may provide innovative information that will lead the takeover regulation reform debate in a positive direction.

Keywords: EU Directives; European Union; takeovers; takeover bids; company objectives; corporate governance; breakthrough rules; board neutrality; regulation; European Commission; harmonising instruments; harmonisation; laws; performance monitoring; effective implementation; national divergence; legislation; legal provisions; owner identity; innovative information; private law.

DOI: 10.1504/IJPL.2011.037901

International Journal of Private Law, 2011 Vol.4 No.1, pp.171 - 184

Published online: 28 Mar 2015 *

Full-text access for editors Full-text access for subscribers Purchase this article Comment on this article