Directive 2004/25 / EC on takeover bids

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Directive 2004/25 / EC

Title: Directive 2004/25 / EC of the European Parliament and of the Council of April 21, 2004 on takeover bids
Designation:
(not official) 		Takeover Policy
Scope: EEA
Date of issue: April 21, 2004
Release date: April 30, 2004
Come into effect: May 20, 2004
To be used from: May 20, 2006
Full text Consolidated version (not official)
basic version
Regulation has entered into force and is applicable.
Please note the information on the current version of legal acts of the European Union !

The Directive 2004/25 / EC of the European Parliament and of the Council of 21 April 2004 on takeover bids (Takeover Directive) obliges the EU -Members to adopt by 2006 national laws about which defensive measures, a public limited company against hostile takeovers can hit and what measures Takeover must take over during the takeover process.

Purpose of the EU Takeover Directive

The uniform EU takeover directive is intended to prevent the national states from making very different regulations in takeover law and thus creating competitive disadvantages within the EU because new companies only choose the location that best protects them from hostile takeovers. Agreement on a common directive took 13 years in the EU, as there were very divergent opinions between the actors involved: on the one hand, the advocates of regulatory minimalism (control over a company should be decided by the market), on the other The proponents of comprehensive regulation, who want to include a corporate, labor and competition law perspective.

Regulations of the directive

The guideline grants the shareholders of a company a comprehensive right to decide on potential company takeovers and possible countermeasures by a company. Before the transferee takes over a block of shares of importance, he must hear the shareholders and let them vote. This includes an extensive information obligation about the purpose of the planned takeover, the financial strength of the acquirer and his intentions for the future. In particular, planned closures, sales, downsizing, etc. after the takeover must be explained to all shareholders in advance. If the transferee later violates these statements, or if he violates the legal requirements by secretly acquiring the shares, he is liable to pay compensation to the shareholders.

Implementation of the directive

Implementation in Germany

The provisions of the Takeover Directive are implemented in Germany by the previously applicable law regulating public offers for the acquisition of securities and corporate takeovers (WpÜG) of December 20, 2001 (Federal Law Gazette 2001 I p. 3822). This law was slightly amended by Parliament in mid-2006 (and thus late) so that it roughly corresponds to the EU Takeover Directive. The implementation was discussed under the working title of the Takeover Directive Implementation Act (WpÜG amendment) and came into force on July 14, 2006.

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