Step towards a Takeover Bids Directive

Bolkestein expects to submit a revised proposal for the Directive in the Spring. It is seen by the Commission as a key element in its drive to make Europe's economy the most competitive in the world by 2010. Bolkestein said: "the Commission will do its utmost to achieve an early agreement by Council and Parliament on the revised proposal."

The report contains detailed recommendations on the three issues which had been identified by the European Parliament for further harmonisation:

• How to ensure the existence of a level playing field in the EU concerning the equal treatment of shareholders across all Member States;
• The definition of the notion of an "equitable price" to be paid to minority shareholders; and
• The right for a majority shareholder to buy out minority shareholders (known as the "squeeze-out procedure").

The previous proposal for a Directive on Takeover Bids was rejected by the European Parliament in July 2001 after twelve years of negotiations, various amendments and a difficult conciliation procedure which had finally led to a compromise between representatives of the European Parliament and the Council.

Commissioner Bolkestein immediately declared his intention to come forward with a revised proposal as soon as possible. Before doing so, he wanted an independent expert group to identify possible solutions to the questions which were of particular concern to the Parliament. The group, chaired by Jaap Winter, legal advisor for Unilever, will now make further recommendations by mid-2002 on the requirements for a flexible and up-to-date European company law framework, taking into account the potential of information technology.