The Competitiveness Council held an exchange of views on the proposal for a Directive on Takeover Bids. In particular, the Council discussed the scope of and the appropriate relationship between Articles 9 and 11 of the proposal. These two articles concern respectively the requirement for the board of the target company to obtain the shareholders' authorisation before launching defensive measures and a break-through rule whereby structural defensive measures would be neutralised following a successful takeover bid.
One possible outcome of the forthcoming discussions might be the complete deletion of both these articles. The Committee of Member States' Permanent Representatives (COREPER) is now to examine possible solutions for a rapid adoption of the Directive, probably leading to an extraordinary Council before end of June.
Commissioner Bolkestein expressed his dissatisfaction with the possibility of deleting articles 9 and 11 and said that:
“Only two Member States, Germany and the UK, strongly insist on an all or nothing approach - that is either a takeover Nirvana or else a minimalist set of rules that offer little or no added value compared to the current situation. A minimalist Takeovers Directive, without Articles 9 and 11, would not be worth the paper it was written on.”
Commission press release
Council results
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