The European Commission has published a review of the operation of the Takeover Directive (2004/25/EC). Although the Commission believes that the existing regime is, in general, working satisfactorily, it suggests that certain areas need further consideration. These include the following:
- whether the concept of ‘acting in concert’ needs clarification;
- whether there is adequate protection for minority shareholders;
- whether provisions are needed to ensure better engagement with employee representatives;
- whether there should be changes to the provisions regarding takeover defences; and
- whether steps should be taken to discourage bidders from circumventing the mandatory offer rule.
The Commission invites comments on the review but has not indicated a dead-line date for submission of comments.
Report from the European Commission on the application of Directive 2004/25/EC available at: http://ec.europa.eu/internal_market/company/docs/takeoverbids/COM2012_347_en.pdf