Takeover Bids European Law and Corporate Governance

Abstract

The rules on takeover bids are generally considered to be an important factor within the debate on corporate governance. The risk of a takeover bid – and of a consequent change in company control – should motivate a company’s board to act in the best interests of the shareholders (the so-called disciplinary mechanism). The European rules on takeover bids are enshrined in Directive 2004/25/EC (which is also known as the Thirteenth Directive on Company Law), which applies to bids for securities of companies (issuers) governed by the laws of Member States. In this chapter the author analysed the European rules on takeover bids and highlighted certain national options for implementing the Directive, although a revision of the European Directive, which will be based, among other things, on an examination of the advantages and disadvantages of its application, has been under way since 2004. The chapter also considered the revisions currently being proposed by the European Commission and the European Parliament.

Citation

Garcea, M. (2018), "Takeover Bids European Law and Corporate Governance", Grima, S. and Marano, P. (Ed.) Governance and Regulations’ Contemporary Issues (Contemporary Studies in Economic and Financial Analysis, Vol. 99), Emerald Publishing Limited, Leeds, pp. 139-162. https://doi.org/10.1108/S1569-375920180000099007