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The 13th directive
Draft Legislative Resolution
On 11 March 2003, the Committee on Legal
Affairs and the Internal Market of the European Parliament published
a draft report on the proposal for a European Parliament and Council
directive on takeover bids. The text is available as a local download
in English
or in German.
Study by the Directorate-General
for Research
The European Parliament's Committee
on Legal Affairs and the Internal Market has published a study,
'The new proposal of a directive on company law concerning
takeover bids and the achievement of a level playing field',
it commissioned from Professor Barbara Dauner
Lieb, University Köln and Professor Marco Lamandini,
Univerity Bologna. The text is available is available as a local
download in English or from the
European Parliament website in German, Spanish, English (original),
French or Italian.
The Compromise proposal (October
2002)
On 2 October 2002, the European Commission
finally made public the long-awaited compromise proposal for a
takeover directive. See the Press
Release, the FAQ
which outlines the main features of the proposal and the Commission
Communication which includes the complete text of the proposal
in English,
French
or German.
The Commission Communication with the
complete text of the proposal can be downloaded from the ECGI
site in English,
French
or German.
The Winter Proposal (January 2002)
In January 2002, the High Level Group
of Company Law Experts presented the first report of the Group
on issues related to takeover bids to EU Commissioner Frits Bolkestein.
See the Press
Release which outlines the main features of the proposal,
the response
by Commissioner Bolkestein and the complete
text of the Winter Group Proposals.
These proposals can also be downloaded
from the ECGI site in English,
French
or German.
The Background
(1997-2001)
The road leading up to the Winter Proposal
had been long and arduous one. Discussions about a 13th
company law directive, harmonising takeover regulation within
the European Union, began in 1990 but subsequently petered out.
In the mid-1990s, interest was renewed and in November 1997, the
European Commission presented amended
proposal for a directive on takeover bids.
In June 1999, it was announced that
the Internal Market Council had reached
a political agreement on all but one aspect of the proposed
13th Company Law Directive.
A year later, in June 2000, work had
progressed to the extent that the Council of Ministers adopted
a Common
Position on the directive on takeover bids. In connection
with this, the Commission published a series of questions
and answers concerning the proposed directive. The directive
was then sent to the European Parliament for a second reading,
a procedure which was formalised by the July Communication
from the Commission to the European Parliament. This contained
an outline of the proposal and the changes that had been made
prior to the adoption of the Common Position (click
for local download from the ECGI site).
The European Parliament, which was supposed
to have completed its second reading by October, instead came
out with suggestions for 15 further amendments to the directive
during its December plenary session, only three of which the Commission
could fully accept in its February 2002 opinion
on the European Parliament’s amendments to the Council's
common position (click for local download from
the ECGI website).
A conciliation procedure was initiated
in April 2001 and a compromise
text was then agreed by the Conciliation Committee in June
2001, on which the European Parliament was to vote in July. Prior
to the vote, the Commission published a further series of questions
and answers. The European Parliament however voted to reject
this compromise solution, an action which was deeply
regretted by the Commission in its statement.
In response to this setback, the Commission
decided to set up the above mentioned High Level Group of Experts
on 4 September 2001. Internal Market Commissioner Frits Bolkestein
briefed the European Parliament's Legal Affairs Committee
on this a week later.
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