Towards the Harmonization of EC-Member States’ Regulations on Takeover Bids: The Proposal for a Thirteenth Council Directive on Company Law

Basaldua, Nathalie | January 1, 1989

In its White Paper Program advocating the removal of all remaining internal barriers in the Common Market by 1992, the Commission for the European Communities (“Commission”) expressed a need for harmonizing the laws of the Member States on takeover bids and announced that it would be bringing forward a proposal for a directive on this subject. Urged by the European Parliament and after consultations with experts from Member States and interest groups, the Commission adopted the Proposal for a Thirteenth Council Directive on Company Law concerning takeover and other general bids (the “Proposal” or “proposed Directive”). Before this text enters into force, it will have to be adopted by the Council of the European Communities in cooperation with the European Parliament and following consultation with the Economic and Social Committee. After such adoption, Member States will have to enact or modify their existing legislation to comply with the proposed Directive. Takeovers are one of the areas not yet covered in the program of company law coordination under Article 54 of the Treaty of Rome. The proposed Directive attempts to provide shareholders and other interested parties equivalent standards of protection before the law in all the Member States. Accordingly, this Proposal does not deal with competition policy aspects on a European level which will be primarily governed by the merger control draft regulation now under discussion in the Council of Ministers.