Common Legal Framework for Takeover Bids in Europe

by Cambridge University Press

Overview

The Council Directive of 21 April 2004 on takeover bids sets forth the general principles applicable to takeover bids and clarifies certain minimum rules with respect to the procedure for a takeover bid, the obligation to make a mandatory bid in the event a minimum threshold is crossed and the majority shareholder's squeeze-out right as well as the minority shareholders' sell-out right. Furthermore, the Directive defines the authority which is competent to approve offer documents and supervise takeover bids, and provides for optional restrictions on the actions of the target company's management and on defence mechanisms. This book discusses the Takeover Directive and its implementing rules in each Member State of the European Union and the European Economic Area, providing companies and their advisors with useful insight into the legal framework and principles applicable to takeover bids in the region.

Product Details

ISBN-13:	9780521516709
Publisher:	Cambridge University Press
Publication date:	01/28/2010
Series:	Law Practitioner Series
Pages:	332
Product dimensions:	6.10(w) x 9.00(h) x 0.90(d)

About the Author

Dirk Van Gerven is a partner in the Brussels office of NautaDutilh (a leading Benelux law firm) and a member of the Brussels and New York Bars. He has extensive experience in all areas of corporate and financial law, including securities regulation. Dirk is in charge of continuing legal education for the Dutch-speaking Bar Association of Brussels and has published widely in the fields of corporate and financial law. Since 2003, he has also been a member of the supervisory board of Belgium's Banking, Finance and Insurance Commission.

Table of Contents

Part I: 1. Rules of Community law applicable to takeover bids Dirk Van Gerven; 2. A US lawyer's perspective on the Takeover Directive Nikolaos Andronikos; Part II. Application in each Member State: National reports for the EU Member States: 3. Austria Florian Khol, Thomas Berghammer; 4. Belgium Marc Van Der Haegen, Dirk Van Gerven; 5. Czech Republic Petr Kasik and Vlastimil Pihera; 6. Estonia Sven Papp, Ahto Nirgi; 7. Germany Hildegard Ziemons, Jochen Schlotter and Karsten Hilmer; 8. Greece Vassiliki Lazarakou, Elena Papachristou; 9. Hungary Jacques De Servigny and Zsófia Fekete; 10. Ireland Michael Greene and Keavy Ryan; 11. Latvia Dace Silava-Tomsone, Martins Aljens; 12. Lithuania Irmantas Norkus and Eva Suduiko; 13. Luxembourg Josee Weydert and Carmen Rodriguez; 14: The Netherlands Christiaan De Brauw, Bart Jong, Harmen De Mol Van Otterloo and Paul Olden; 15. Portugal Martim Krupenski; 16. Slovak Republic Branislav Hazucha and Michaela Jurkova; 17. Spain Carlos Paredes Galego and Dámaso Riaño López; 18: United Kingdom Craig Jones; Annexes: Annex I Council Directive (EC) No 2004/25 of 21 April 2004 on takeover bids (the Takeover Directive); Annex II List of national laws implementing the Takeover Directive.