| Author (Person) | Thomson, Ian |
|---|---|
| Publisher | ProQuest Information and Learning |
| Series Title | In Focus |
| Series Details | 6.12.00 |
| Publication Date | 16/12/2000 |
| Content Type | News, Overview, Topic Guide | In Focus |
Members of the European Parliament (MEPs) approved on the 13 December 2000 the Council of the European Union Common Position on a European Commission proposal for a Directive laying down rules governing takeover bids with a number of amendments designed to strengthen the hand of companies facing a hostile bid. The amendments were criticised by the European Commission and business organisations as being against the fundamental objectives of the proposed Directive. Background The European Commission first presented a 'Proposal for a Thirteenth Council Directive on Company Law concerning Takeover and Other General Bids' in 1988 ( COM (1988)823 final / OJ C64, 14.3.89, p8, with an amended text being produced in 1990 (COM (1990)416 final / OJ C240, 26.9.90, p7).The proposal would create a pan-EU framework for takeovers to give shareholders, who are often located in different member States, a minimum level of protection that is equivalent throughout the EU in the event of a change of control of a company, and to provide for minimum guidelines for the conduct of takeover bids, particularly as regards the transparency of the procedure. The proposal faced objections to some of its detailed provisions in the Council of the European Union and in 1996, following detailed negotiations with the Member States, the European Commission introduced a further 'streamlined framework' version in 1996 (COM (1995)655 final / OJ C162, 6.6.96, p5). A summary (IP/96/120) and background (MEMO/96/14) to this version is available. The proposal for a framework Directive laid down common principles and a limited number of general requirements which Member States would be required to implement through more detailed rules according to their national practices. A further amended text was introduced in 1997 (COM (1997)565 final / OJ C378, 13.12.97, p10). A summary (IP/97/1022) is available. The full text of the proposal is also available [CELEX Number: 595PC0655] The German Presidency in 1999 made progress on the proposal a priority and put forward a compromise text. This allowed a political agreement to be adopted by the Council in June 1999, although the formal common position [PDF] was delayed until June 2000 until the resolution of a Anglo-Spanish dispute over the status Gibraltar. The European Commission welcomed the adoption of the Common Position. An excellent detailed account of the history of the proposed Directive is available in the Business Guide to EU Initiatives (October 2000). The full legislative history of the proposal can be seen in: The most recent version of the European Commission background document explaining the objectives of the proposal is also useful (MEMO/00/36) The vote in the European Parliament, 13 December 2000 The European Parliament voted on the Council Common Position at its second reading of the proposal on the 13 December 2000. Members of the European Parliament (MEPs) adopted a number of amendments designed to strengthen the hand of companies facing a hostile bid. The provisional version of the debate leading up to the vote on the amendments is available [PDF], although note that this will, in time, be replaced by a provisional translated version and then a final translated version. The report comprising the Recommendation for the Second Reading from the European Parliament's Committee on Legal Affairs and the Internal Market from which the contentious amendments came is available (PE DOC A5-368/2000). The European Commissioner for the Internal Market, Frits Bolkestein, expressed his disappointment (IP/00/1463) at the vote and felt that adoption of the Directive could be hindered as the Council could well not agree to the amendments adopted by the European Parliament and that the proposal will have to go the Conciliation Committee. Further information within European Sources Online: European Sources Online: Topic Guides
European Sources Online: European Voice
Business Guide to EU Initiatives (EU Committtee of the American Chamber of Commerce in Belgium, 2000) Further information can be seen in these external links: European Commission: DG Internal Market
European Commission: DG Education and Culture: SCADPLUS European Parliament: Fact Sheets Germany: The Federal Government FT.com
Further and subsequent information on the subject of this week's In Focus can be found by an search in European Sources Online by inserting 'Takeovers' or 'Takeover' in the keyword field. Ian Thomson
Members of the European Parliament (MEPs) approved on the 13 December 2000 the Council of the European Union Common Position on a European Commission proposal for a Directive laying down rules governing takeover bids with a number of amendments designed to strengthen the hand of companies facing a hostile bid. |
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| Subject Categories | Law |
