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Should the EU adopt a common takeover code?

A compromise solution to the long-awaited and hotly disputed Takeover Directive which aims to harmonise takeover regulations in the European Union, was after much delay (see news clippings below) finally presented by the European Commission on 2 October 2002.

In response to this, and in keeping with the ECGI's overall aim which is to make a constructive and formative contribution to the debate on the formulation of policy and development of best corporate governance practice, the Institute is launching a set of reference pages that should provide a basis for enlightened discussion.

In these pages, you will find links to the official documents of the European Union, academic papers and news reports.

These pages were created by Mikael Olsson at SITE (The Stockholm Institute of Transition Economics) and they are in a process of continuous development. Any comments and suggestions for additional links and references are very welcome. These can be submitted by sending e-mail to Mikael Olsson.


ECGI Research Newsletter
Volume 1 Spring 2006: Corporate Takeovers

The topic of the first edition of the ECGI Research Newsletter was Corporate Takeovers. This is not only topical, with the Takeover Directive starting to be implemented in EU members states; there are also a number of controversial elements in the Directive which were not adopted and which are coming under review this year. This Newsletter should inform and enlighten the ongoing debate.


Shareholders' right to vote on corporate acquisitions debate
The ECGI hosted a session at the European Financial Markets Convention organised by the Federation of European Securities Exchanges (FESE) in May 2005. The Oxford Union style debate on the motion “This house believes that shareholders should NOT have the right to vote on corporate acquisitions” was defeated by a majority of 62 to 5. The debate can now viewed from this website. Click here to view

Research Interests
The following ECGI Research members have research interest in this area (click name to see biography and contact details):
Reinier Kraakman (Harvard Law School) : Karin Thorburn (Norwegian School of Economics and Business Administration (NHH)) :

ECGI Working Papers
The Takeover Directive as a Protectionist Tool? Paul Davies, University of Oxford and ECGI, Edmund-Philipp Schuster, London School of Economics and Political Science, Emilie van de Walle de Ghelcke, Freshfields Bruckhaus Deringer LLP (ECGI Law Series 141/2010) March 2010
A Simple Theory of Takeover Regulation in the United States and Europe Guido Ferrarini, University of Genoa Law School and ECGI, Geoffrey Miller, New York University Law School (ECGI Law Series 139/2010) January 2010
One Share - One Vote: A European Rule? Guido Ferrarini, Law School, University of Genoa and ECGI (ECGI Law Series 058/2006) January 2006
The Poison Pill In Japan: The Missing Infrastructure Ronald Gilson, Stanford Law School; Columbia Law School (ECGI Law Series 020/2004) January 2004
Reciprocity in Takeovers Marco Becht, ECARES, Université Libre de Bruxelles & ECGI (ECGI Law Series 014/2003) October 2003
Make It or Break It: The Break-Through Rule as a Break-Through for the European Takeover Directive? Peter Muelbert, Johannes Gutenberg Universität Mainz - Department of Law and Economics and ECGI (ECGI Law Series 013/2003) September 2003
Other source material
The official version (European Union documents)
Responses and debate (news clippings)
Academic papers and reports
Books