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The Takeover Directive as a Protectionist Tool?

By Harvard Law School Program on Corporate Governance

In the paper The Takeover Directive as a Protectionist Tool? forthcoming in WG Ringe and U Bernitz (eds) Company Law and Economic Protectionism (Oxford/New York: Oxford University Press 2010), my co-authors (Edmund-Philipp Schuster and Emilie van de Walle de Ghelcke) and I examine how the implementation of the European Takeover Directive changed the takeover rules applicable to European companies. When the European Commission first proposed a harmonized legal framework for takeovers in the EU, its aim was to facilitate takeover bids in order to create a more efficient and competitive corporate landscape and to further the single market. In the view of the Commission, a functioning market of corporate control required rebalancing the division of powers between shareholders and management in companies facing a takeover bid. Taking the UK, EU?s most active takeover market, as a model, the Commission proposed to assign the sole decision-making power regarding the bid to the shareholders, with management primarily playing an advisory role.

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Full post as published by The Harvard Law School Corporate Governance Blog on August 16, 2010 (boomark / email).