The results of an external study commissioned by the European Commission on the application and operation of the Takeover Directive (2004/25/EC) were published on 28 June 2012.  The report of the Commission concludes that the directive has not led to major changes in the legal framework of member states because similar rules already existed or were in the making at national level prior to the adoption of the directive. The report opines that in general terms the regime created by the directive is working satisfactorily, although it does recommend a number of amendments in order to improve legal certainty and the effective exercise of minority shareholder rights. Examples of specific recommendations include:

  • a further investigation should be carried out in order to ascertain how minority shareholders are protected where there has been a derogation in respect of the mandatory bid rule;
  • the concept of 'acting in concert' could be better clarified.

To access the report, please click here.