Commission report on Member States’ implementation of Takeover Bids Directive

27 February 2007

The Commission published a report on Member States' implementation into national law of the Directive on takeover bids that allows Member States to opt out of certain key provisions and to exempt companies from those provisions if the bidder is not subject to the same obligations. The Commission's report shows that in many cases Member States have made use of these options and exemptions.

The report concludes that this could bring about new barriers in the EU takeover market, rather than eliminate existing ones.

Commissioner McCreevy said: 'If this trend continues, then there is a real risk that companies launching a takeover bid will face more barriers, not fewer. That goes completely against the whole idea of the Directive.'

The Directive's main provisions, which would restrict the possibilities for companies to defend themselves against bidders are not mandatory. Furthermore, the Directive allows Member States to exempt their companies from applying these provisions if the bidder is not subject to the same obligations.

A large number of Member States have used these options and exemptions, and some have even strengthened the role of the management with regard to using takeover defences against a bidder.

Press release
Commission report

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