The Directive 2004/25/EC on Takeover Bids – An Academic Reflection

Abstract

Twenty years have passed since the adoption of the Directive 2004/25/EC on Takeover Bids. This presentation will explore, with the benefit of hindsight, some of the aspects of the proposals which caused concern at the time for the various academics participating in the drafting exercise and/or which led to theoretical debates around the table. These included the market for corporate control, the one share/one vote rule, the duty to act in the interests of the company and the distinction between the company law and securities law dimension of the Directive. Indeed, many other participants considered that the balance on occasion was not always correct and that excessive time was spent earlier on in the Directive’s life cycle on academic discussions rather than in negotiating the Commission’s proposals. The paper concludes by describing how in the year before a concensus was agreed, there was a paradigmatic shift and ideological debates became intertwined with economic debates and practice with theory.