The purpose of this proposal for a Directive
is to ensure that minority shareholders in listed companies throughout the EU enjoy the same protection when companies change hands, and to lay down minimum procedural and transparency requirements for takeover bids.
The amended proposal leaves Member States free to meet those requirements in whichever manner is most consistent with their existing practices and structures. It is also designed to ensure that takeovers occur within a secure legal framework in which the rules are known to all interested parties beforehand. It requires Member States to designate an authority (which may be a professional body) to supervise all aspects of bids and to ensure that all requisite information is disclosed in the course of the procedure. It also includes a provision preventing a company%%%%s board from adopting defensive measures against a bid without obtaining prior authorisation from the shareholders%%%% general meeting.
The proposal will be transmitted to the Council and Parliament for adoption under the codecision procedure