Political Path Dependency in Practice: The Takeover Directive
Yearbook of European Law, Vol. 27, pp. 387-404, 2008
20 Pages Posted: 30 Jan 2007 Last revised: 17 Jan 2011
Date Written: March 27, 2009
Unlike much that has been written about the European takeover directive, where the focus has been on the technicalities of its provisions, and its implementation in the laws of the Member States, this paper looks at the directive from a bird's-eye perspective before exploring the three issues set below:
Firstly, taking the implied and express premises of the directive as read, the paper assesses the directive on its own terms. Taking a step back, the paper then considers whether these same premises form a sound basis for legislative action. Finally, an even bigger step back is taken and the directive's overall perspective is considered. The issue that is discussed then is whether this perspective, which forms the basis of the directive's premises and provisions, is sufficiently wide and whether the directive's scope is sufficiently all-encompassing.
The discussion of these three issues shows that the takeover directive is an example of political path dependency in practice, both in the narrow and in the wider senses of the term. A call for a comprehensive and thorough debate is made.
Keywords: takeover directive, market for corporate control, disciplining effect, restructuring effect, Winter report, EU objectives
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