Subjects:

Banking and Finance

The adoption of the EU Takeover Directive, and the subsequent passage of implementing legislation in most EU Member States, should have created a level playing field for the conduct of European takeovers. However, the opt out provisions within the Directive has meant that it sets only minimum standards and consequently there are substantial variations in law between Member States.

In its “Report on the Implementation of the Directive on Takeover Bids”, the EU Commission noted “A large number of Member States have shown a strong reluctance to lift takeover barriers ... The number of Member States implementing the Directive in a seemingly protectionist way is unexpectedly large.”

The fifth edition of A Practitioner’s Guide to Takeovers and Mergers in the European Union has been written with the domestic implementing legislation largely in place across EU Member States. It provides a comprehensive overview of the laws and regulation in operation and it will allow the reader to quickly grasp the key aspects of the takeover regime in a particular country and to readily identify substantial differences of law between Member States.

Written by leading experts in takeover regulation and practice, A Practitioner’s Guide to Takeovers and Mergers in the European Union incorporates all 27 Member States plus Turkey.

Each chapter covers:-

• Acquisition targets and methods of acquisition
• Exchange and investment control
• Merger control
• Regulation of the conduct of mergers and acquisitions
• Preparation of an offer
• Conduct of a public offer and defences to a hostile offer
• Financial assistance
• Profit forecasts and asset valuation
• Documents from the offeror and offeree board
• Compulsory acquisition of minorities
• Insider dealing and market manipulation