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Brussels, 10th January 2002

Company Law: Commission welcomes experts' report on takeovers

European Commissioner Frits Bolkestein has welcomed a major report by leading company law experts on issues related to takeover bids. The report, by a high level group set up by the Commission, specifically addresses the issues which the European Parliament had asked the Commission to examine during negotiations over the Commission's previous proposal for a Takeover Bids Directive. Those negotiations broke down in July when the Parliament plenary, after conciliation, failed to muster a majority for the compromise reached by Parliament representatives during final talks with the Council of Ministers.

Internal Market Commissioner Bolkestein said "I commend the High Level Group of Company Law Experts on their swift, comprehensive and excellent work. We will carefully examine their recommendations with a view to submitting a revised proposal for a Directive on Takeover Bids in the Spring. This Directive is a key element in our drive to make Europe's economy the most competitive in the world by 2010 and the Commission will do its utmost to achieve an early agreement by Council and Parliament on the revised proposal."

The report contains detailed recommendations on the three issues which had been identified by the European Parliament for further harmonisation:

  • how to ensure the existence of a level playing field in the EU concerning the equal treatment of shareholders across all Member States

  • the definition of the notion of an "equitable price" to be paid to minority shareholders

  • the right for a majority shareholder to buy out minority shareholders ("squeeze-out procedure")

The previous proposal for a Directive on Takeover Bids was rejected by the European Parliament in July 2001 after twelve years of negotiations, various amendments and a difficult conciliation procedure which had finally led to a compromise between representatives of the European Parliament and the Council.

Commissioner Bolkestein immediately declared his intention to come forward with a revised proposal as soon as possible. Before doing so, he wanted an independent expert group to identify possible solutions to the questions which were of particular concern to the Parliament. The expert group, chaired by Jaap Winter, begun work in September 2001 (see IP/01/1237).

The expert group will now make further recommendations by mid-2002 on the requirements for a flexible and up-to-date European company law framework, taking fully into account the potential of information technology.

Members of the High Level Group are:

  • Chairman Jaap WINTER, Professor at the Erasmus University of Rotterdam and legal advisor Unilever, the Netherlands

  • José Maria GARRIDO GARCIA, Professor at the University of Castilla-La Mancha, Spain

  • Klaus J. HOPT, Geschäftsführender Direktor Max-Planck-Institut, Germany

  • Jonathan RICKFORD, Consultant for the Department of Trade and Industry, United Kingdom

  • Guido ROSSI, former President of the Italian stock exchange supervisory body CONSOB, Italy

  • Jan CHRISTENSEN, Professor at the University of Copenhagen, Denmark

  • Joëlle SIMON, Legal Affairs Director, Employers' Federation (MEDEF), France.

The full text of the group's report can be found at:

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