The legal and economic implications of takeovers with particular reference to recent EU development

Abstract

Takeovers have been on the agenda of the EU Commission for over thirty years. Yet the subject remains more topical than ever before with the adoption of the EU 13th Directive. The concept of a takeover is a broadly discussed concept. However one will immediately realize that the concept needs to be broken down in order to gain a clear understanding of what one is actually referring to and how it differs from other corporate transactions or designs. Simple questions must first be put to the complicated concept, such as What is a takeover? How does it differ from a Merger or an Acquisition? This will be my first task in this dissertation. I will then describe the historical background to the 13th, the reasons for its past failures and subsequently for its successful conclusion. A critical commentary of the newly adopted Directive on Takeovers will then be proceeded with. Before concluding I will then refer to the implementation of the Directive which has been scheduled by the European Union for May 2006. Changes which the Member States will have to effect to their current takeover regulations (in the case of those Member States who have) as well as the need for implementation of regulations in Member States such as Malta who are deficient of any regulations on takeovers, will be examined.