05 February 2002

FESE: Practitioners Working Group on Takeovers – Position Paper

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The Practitioners group concludes that it is essential that a directive be urgently agreed that provides a strong framework. Moreover, legal certainty, in particular in relation to jurisdiction, in takeover situations in the EU is necessary to make the process workable. In particular the group stated that:

The directive should set standards of investor protection which means giving sufficient weight to the views and rights of shareholders. These rights must be protected, including those of minority shareholders.

There need to be specific rules on mandatory bids. There must be clear rules in force to ensure that bids are made public without delay and that all necessary information is freely available.

The board of the offeree company must be required to obtain the agreement of shareholders during the course of the offer to any actions designed to frustrate the bid.

Finally, whilst the importance of appropriate safeguards for workers' rights should not be understated, the directive on takeovers is not the correct place for expounding such rights.

See full paper

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