-The
common position has two main aims:
to harmonise national rules on takeover bids, particularly regarding the transparency of the procedure, in order to facilitate restructuring throughout Europe; and
to provide throughout the Union equivalent protection for minority shareholders where there is a change of control of their company, by laying down the requirement to making a mandatory bid at an equitable price for all remaining securities.
The common position incorporates 13 out of the 22 amendments of the European Parliament. The changes aim primarily at increasing the protection of minority shareholders, at reinforcing legal certainty, at introducing certain flexibility in the application of the directive and at ensuring consistency within community legislation concerning the financial sector. The amendments accepted by the Council include those which aim to:
make clear that the obligation to launch a bid does not apply to those controlling holdings already in existence at the date when legislation implementing this directive enters into force;
make it possible for member states to extend the obligation to launch a bid to the acquisition of securities other than those defined in article 2(e);
clarify the concept of 'regulated market';
provide for the mutual recognition of the offer document in the other member states on whose markets the offeree company is listed, provided that the offer document is subject to prior approval by the supervisory authority and has been approved in one member state.
The amendments not having been incorporated relate in particular to the requirement that takeover bids should have as their objective the acquisition of control. The council agreed that the directive should not cover bids that neither aim at control nor are an obligation resulting from obtaining control.
© Council of the European Union
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