Chapter

The Takeover Directive as a Protectionist Tool?

Paul Davies, Edmund-Philipp Schuster and Emilie van de Walle de Ghelcke

in Company Law and Economic Protectionism

Published in print December 2010 | ISBN: 9780199591459
Published online May 2011 | e-ISBN: 9780191595578 | DOI: http://dx.doi.org/10.1093/acprof:oso/9780199591459.003.0006
The Takeover Directive as a Protectionist Tool?

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The principal purpose behind the Takeover Directive in the eyes of the European Commission was to promote the integration of the national economies constituting the ‘single market’ and to enhance the competitiveness of European industry as against non-European rivals by facilitating takeover bids, especially cross-border ones. This chapter examines whether and, if so, to what extent the implementation of the Takeover Directive in the Member States has moved national laws towards the position in which takeovers are available to a significant extent as a technique for ‘the development and reorganization of European firms’. The chapter is organized as follows. Section II identifies the function of the board neutrality rule (BNR) in facilitating takeover bids. Section III analyses the choices created by the Directive in relation to the BNR by the Directive. It is shown that these choices exist both at the level of the Member State and at the level of the individual company. Sections IV and V report the evidence about the choices which have been made at both these levels, while Section VI concludes.

Keywords: European Commission; economic integration; single market; competitiveness; takeovers; board neutrality rule; EU member states

Chapter.  29202 words.  Illustrated.

Subjects: Company and Commercial Law

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