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EU Law and Harmonization of Takeovers in the Internal Market

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ISBN13: 9789041133403
Published: September 2010
Publisher: Kluwer Law International
Country of Publication: The Netherlands
Format: Hardback
Price: £83.00



Despatched in 9 to 11 days.

Takeover bids are important for the internal market because they contribute to market integration and to business consolidation in accordance with the EC Treaty provisions on freedom of establishment. The Takeover Bid Directive of 2004 is designed not only to protect the interests of the holders of securities of companies (in particular, those with minority holdings), but also to promote EU-wide clarity and transparency in respect of legal issues to be settled in the event of takeover bids and to prevent patterns of corporate restructuring from being distorted by arbitrary differences in governance and management cultures. Analysing the Takeover Bid Directive in the light of EU Law, this important monograph examines the extent to which the Directive facilitates the exercise of the fundamental freedom of establishment and the free movement of capital in the internal market.

The analysis begins with a discussion of the fundamental freedom of establishment of companies, as well as of the legal bases for the harmonization of company law and capital markets law at EU level. Additionally, the significance of corporate mobility and of the freedom of establishment case law of the European Court of Justice for the takeover process is analysed. The author shows that, far from achieving market integration in the field of EU company law, the Takeover Bid Directive is a compromise resulting from the very different legal and policy approaches of the Member States in the field of takeover regulation. Although some provisions of the Directive are obligatory for all Member States, two key provisions have been made optional: the non-frustration rule, which requires the board to obtain the prior authorization of the general meeting of shareholders before taking any action that could result in the frustration of the bid; and the breakthrough rule, restricting significant transfer and voting rights during the time allowed for acceptance of the bid. Other relevant legal issues covered in the course of the analysis include the following:

  • the right of establishment as a right of legal persons;
  • vertical vs. horizontal direct effect;
  • regulatory competence to harmonize the internal market;
  • the Financial Services Action Plan and the Company Law Action Plan;
  • effect of the principle of subsidiarity;
  • the Takeover Report of the High-Level Group of Company Law Experts;
  • the mandatory bid rule;
  • squeeze-out and sell-out rights;
  • the non-frustration/board neutrality rule; and
  • the reciprocity rule.
Company lawyers, managers, and investors in European undertakings will benefit from the author’s well-informed analysis of the extent to which obstacles to cross-border takeovers addressed by the Directive, or indeed left intact by the Directive, are to be regarded as restrictions on the right of establishment, or simply as obstacles in practice to making a successful takeover bid. It may be anticipated that some of the insights to be discovered in this work will find their way into EU law in the coming years.

Series: European Monographs

The New EU Judiciary: An Analysis of Current Judicial Reforms ISBN 9789041168344
To be published November 2017
Kluwer Law International
£122.00
Cross-Border Transfers of Undertakings. A European Perspective ISBN 9789041192271
Published October 2017
Kluwer Law International
£118.00
Simplification of Debt Collection in the EU ISBN 9789041148544
Published September 2014
Kluwer Law International
£136.00
£108.00
European Contract Law and German Law ISBN 9789041125880
Published January 2014
Kluwer Law International
£164.00
General Principles of EU Law eand European Private Law ISBN 9789041146830
Published December 2013
Kluwer Law International
£88.00
Citizenship Rights and Freedom of Movement in the European Union ISBN 9789041146601
Published June 2013
Kluwer Law International
£84.00
EU Higher Education Law: The Bologna Process and Harmonization by Stealth ISBN 9789041133656
Published February 2011
Kluwer Law International
£80.00
The Eclipse of the Legality Principle in the European Union ISBN 9789041132628
Published December 2010
Kluwer Law International
£84.00
EU Law and Obesity Prevention ISBN 9789041127068
Published October 2010
Kluwer Law International
£100.00
The Ne Bis in Idem Principle EU Law: Conceptual Jurisprudential ISBN 9789041131560
Published August 2010
Kluwer Law International
£76.00
The European Union Legal Order after Lisbon ISBN 9789041131522
Published May 2010
Kluwer Law International
£104.00
Directory of EU Case Law on the Preliminary Ruling Procedure ISBN 9789041131508
Published August 2009
Kluwer Law International
£119.00
Multilingual Interpretation of European Community Law ISBN 9789041128539
Published June 2009
Kluwer Law International
£76.00
Reverse Discrimination in EC Law ISBN 9789041127518
Published February 2009
Kluwer Law International
£76.00
General Principles of EC Law in a Process of Development ISBN 9789041127051
Published June 2008
Kluwer Law International
£108.00
Impact Assessment in EU Lawmaking ISBN 9789041127204
Published May 2008
Kluwer Law International
£104.00
External Relations Law of the European Community ISBN 9789041126047
Published March 2008
Kluwer Law International
£130.00
EU Enlargement and the Failure of Conditionality ISBN 9789041126962
Published February 2008
Kluwer Law International
£112.00
Free Movement Of Persons Within The European Community 2nd ed ISBN 9789041125453
Published June 2007
Kluwer Law International
£109.00
Competition Law and Consumer Protection ISBN 9789041123800
Published May 2005
Kluwer Law International
£138.00
The Optimal Enforcement of EC Antitrust Law
ISBN 9789041117571
Published April 2004
Kluwer Law International
£111.00
Dealing with Dominance: The Experience of National Competition Authorities ISBN 9789041122117
Published March 2004
Kluwer Law International
£134.00
Communications in EU Antitrust Law ISBN 9789041119742
Published March 2003
Kluwer Law International
£138.00
Regional State Aid and Competition Policy ISBN 9789041119759
Published February 2003
Kluwer Law International
£95.00
Nationality Discrimination in the European Internal Market ISBN 9789041119988
Published January 2003
Kluwer Law International
£83.00
Takeover Law in the EU and the USA ISBN 9789041119193
Published September 2002
Kluwer Law International
£93.00
The European Union in Search of a Democratic and Constitutional Theory ISBN 9789041118721
Published August 2002
Kluwer Law International
£151.00
EU Regulation and Transatlantic Trade ISBN 9789041118714
Published August 2002
Kluwer Law International
£123.00
Judicial Protection Through the Use of Article 288(2)EC ISBN 9789041118233
Published August 2002
Kluwer Law International
£128.00
Police and Justice Co-operation and the New European Borders
ISBN 9789041118936
Published July 2002
Kluwer Law International
£128.00
Cross Border Insolvencies in EU, English and Belgian Law ISBN 9789041118882
Published July 2002
Kluwer Law International
£106.00
The Liberalization of Postal Services in the European Union
ISBN 9789041117809
Published May 2002
Kluwer Law International
£158.00
Multilevel Governance in the European Union
ISBN 9789041118127
Published April 2002
Kluwer Law International
£93.00
Europe and Refugees: Towards an EU Asylum Policy ISBN 9789041117090
Published March 2002
Kluwer Law International
£111.00
European Cooperation Between Tax, Customs and Judicial Authorities ISBN 9789041117472
Published December 2001
Kluwer Law International
£106.00
Towards an EU Right to Education ISBN 9789041116703
Published October 2001
Kluwer Law International
£158.00
The Liberalization of Electricity and Natural Gas in the European Union ISBN 9789041115607
Published June 2001
Kluwer Law International
£123.00
Convergence of Competition Laws and Policies in the European Community
ISBN 9789041115621
Published February 2001
Kluwer Law International
£128.00
General Principles of European Community Law
Edited by: Ulf Bernitz
ISBN 9789041114020
Published June 2000
Kluwer Law International
£111.00
European Defence Procurement Law ISBN 9789041111678
Published July 1999
Kluwer Law International
£109.00
Public Procurement ISBN 9789041111616
Published May 1999
Kluwer Law International
£109.00
Principles of Proportionality in European Law ISBN 9789041108661
Published June 1998
Kluwer Law International
£141.00
Current and Future Perspectives on EC Competition Law
ISBN 9789041106919
Published October 1997
Kluwer Law International
£107.00
The Evolving Concept of Community Citizenship ISBN 9789041108784
Published July 1996
Kluwer Law International
£141.00
National Parliaments as Cornerstones of European Integration
ISBN 9789041108982
Published May 1996
Kluwer Law International
£101.00
State Entrepreneurship, National Monopolies and European Community Law
ISBN 9789065447739
Published July 1995
Kluwer Law International
£86.00
Financial and Monetary Integration in the EEC
ISBN 9789065447180
Published July 1995
Kluwer Law International
£90.00
The Legislative Process in the EC ISBN 9789065446909
Published July 1995
Kluwer Law International
£91.00
The Agricultural Law of the EC ISBN 9789065448675
Published October 1994
Kluwer Law International
£146.00
Culture and Community Law ISBN 9789065446381
Published July 1994
Kluwer Law International
£89.00
The European Economic Area: EC-EFTA
Edited by: Jules Stuyck
ISBN 9789065448156
Published June 1994
Kluwer Law International
£86.00