The Takeover Directive - A Mini-Directive on the Structure of the Corporation: Is it a Trojan Horse?

19 Pages Posted: 5 Apr 2007

See all articles by Heribert Hirte

Heribert Hirte

University of Hamburg - Faculty of Law

Abstract

This article introduces Artt. 10 and 14 of the Takeover Directive. It shows that the underlying model of the directive is one share one vote and that particularly the disclosure requirements may be perceived as "soft harmonisation" through the back door. Further, it raises the question whether the German model of co-determination and dual board structure might, notwithstanding the "without prejudice" rule in Art 14, be in conflict with the basic freedoms. Finally it deals with the proper sanctions of non-disclosure.

Suggested Citation

Hirte, Heribert, The Takeover Directive - A Mini-Directive on the Structure of the Corporation: Is it a Trojan Horse?. European Company and Financial Law Review Vol. 2, No. 1, 2005, Available at SSRN: https://ssrn.com/abstract=978473

Heribert Hirte (Contact Author)

University of Hamburg - Faculty of Law ( email )

Rothenbaumchaussee 33
20148 Hamburg
Germany

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