Does the Takeover Bids Directive Need Revision?

19 Pages Posted: 9 Feb 2010

See all articles by Joseph A. McCahery

Joseph A. McCahery

Tilburg University - School of Law; European Banking Center (EBC); Tilburg Law and Economics Center (TILEC); European Corporate Governance Institute (ECGI)

Erik P. M. Vermeulen

Tilburg University - Department of Business Law; Signify (formerly known as Philips Lighting) - Legal Department; Tilburg Law and Economics Center (TILEC); European Corporate Governance Institute (ECGI); Kyushu University - Graduate School of Law

Date Written: February 4, 2010

Abstract

Does the Takeover Bids Directive need revision? The answer to this question will most likely affect the Commission’s assessment of the Directive in 2011 and could initiate its revision. Proponents of such a revision urge the Commission to redress the shortcomings of the Directive’s implementation in two ways: 1) revising the mandatory provisions of the Directive making them less easily to avoid; and 2) creating new provisions that would weaken incumbent managers’ lock on control that would make corporate control more contestable. In this short essay, however, we show that the Commission’s opt out strategy has proved, in practice, to be remarkably popular with Member States and does not need any further discussion.

Keywords: Takeover Bids Directive, Market for Corporate Control, EU Lawmaking, Mandatory Bid Rule, Board Neutrality, Break Through Rule

JEL Classification: K2, G34, G38

Suggested Citation

McCahery, Joseph A. and Vermeulen, Erik P.M., Does the Takeover Bids Directive Need Revision? (February 4, 2010). TILEC Discussion Paper No. 2010-006; Tilburg Law School Research Paper No. 005/2010. Available at SSRN: https://ssrn.com/abstract=1547861 or http://dx.doi.org/10.2139/ssrn.1547861

Joseph A. McCahery

Tilburg University - School of Law; European Banking Center (EBC) ( email )

Warandelaan 2
Tilburg, 5000 LE
Netherlands
+31-(0)13-466-2306 (Phone)
+31-(0)13-466-2323 (Fax)

Tilburg Law and Economics Center (TILEC)

Warandelaan 2
Tilburg, 5000 LE
Netherlands

European Corporate Governance Institute (ECGI)

c/o ECARES ULB CP 114
B-1050 Brussels
Belgium

HOME PAGE: http://www.ecgi.org

Erik P.M. Vermeulen (Contact Author)

Tilburg University - Department of Business Law ( email )

Signify (formerly known as Philips Lighting) - Legal Department ( email )

Amstelplein 2
Amsterdam
Netherlands

Tilburg Law and Economics Center (TILEC)

Warandelaan 2
Tilburg, 5000 LE
Netherlands

European Corporate Governance Institute (ECGI) ( email )

c/o ECARES ULB CP 114
B-1050 Brussels
Belgium

Kyushu University - Graduate School of Law ( email )

6-19-1, Hakozaki, Higashiku
Fukuoka, 812-8581
Japan

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