Unfinished Business

Two Decades with the EU Takeover Directive
Erscheinungsjahr 2025
ISBN: 978-1-009-65442-5
Verlag: Cambridge University Press

Buch, Englisch, 400 Seiten

Reihe: International Corporate Law and Financial Market Regulation

The adoption of the EU Takeover Directive in 2004 was marked by significant challenges, with negotiations spanning over a decade. This book provides comprehensive analysis, practical insights, and forward-looking policy recommendations. It discusses contentious issues such as the mandatory bid rule, acting in concert, and take-over defences. It also looks at developments such as sustainability in takeovers, multiple voting rights, or new ways to structure ownership changes. It offers a clear and engaging understanding of the TOD's historical evolution, its transposition, the current institutional design of takeover authorities, conflict of law issues, and the enforcement of takeover law across the EU. And it looks at its practical impact as well as its future developments. With contributions from leading experts, international comparisons, and case studies, it is an authoritative guide to the takeover law in Europe and beyond.

Autoren/Hrsg.

Recalde Castells, Andreas

Emmenegger, Susan

Winner, Martin

Skog, Rolf

Inhaltsverzeichnis

Introduction Susan Emmenegger, Martin Winner, Andrés Recalde Castells and Rolf Skog; Part I. Foundation: 1. The genesis of the takeover directive Blanaid Clarke and Rolf Skog; 2. Basic issues surrounding the TOD`s transposition Markus Roth, Klaus Hopt and Adam Opalski; 3. The institutional design of takeover law Susan Emmenegger and Martin Winner; 4. Enforcement of takeover law Peter Agstner and Dörte Poelzig; 5. Conflict of law issues in takeover law Rui Dias; Part II. Mandatory Bid Rule: 6. Development and impact of the mandatory bid rule in Europe Martin Winner and Philipp Fidler; 7. Derogations from the mandatory bid rule Rolf Skog and Eric Sjöman; 8. Acting in concert Javier García de Enterría and Matteo Gargantini; 9. Conceptional issues of equal treatment and the mandatory bid rule Edmund Schuster; Part III. Resisting Takeovers: 10. The defensive measures provisions of the takeover directive: from ambition to resignation to distrust Paul Davies and Alain Pietrancosta; 11. Death by a thousand cuts: the hostile bids regime in Europe, 2004–2023 Luca Enriques and Matteo Gatti; 12. Takeovers and corporate sustainability Guido Ferrarini and Michele Siri; Part IV. New Developments: 13. Multiple voting rights and takeovers Erik Lidman and Andrés Recalde-Castells; 14. The changing ownership landscape Anna Christie; 15. The alternative to takeovers in the UK: using schemes of arrangement to effect a change of control Jennifer Payne; 16. Change of control by merger of corporations Susanne Kalss; 17. Reform of the takeover directive: harmonisation or member state autonomy? Jesper Lau Hansen and Therese Strand.

Über Autor(innen)

Winner, Martin
Martin Winner is full professor of law at WU Vienna University of Economics and Business and currently the WU's vice-rector for human resources and digital infrastructure. He served as chairman of the Austrian Takeover Commission and is a member of the European Company Law Experts (ECLE).

Emmenegger, Susan
Susan Emmenegger is full professor of law and the director of the Institute of Banking Law at Bern University. She served as vice president of the Swiss Takeover Board and as member of the board of directors of the Swiss Financial Supervisory Authority (FINMA). She is a member of the European Company Law Experts (ECLE).

Skog, Rolf
Rolf Skog is the Director General of the Swedish Takeover panel. He is adjunct professor of company law at the University of Stockholm. He is senior adviser to the Swedish Ministry of Justice in the field of company law and a member of the European Company Law Experts (ECLE).

Recalde Castells, Andreas
Andrés Recalde-Castells is full professor of business and corporate law at the Autonomous University of Madrid. He is co-editor of the 'Revista de Derecho de Sociedades' and member of the managing board of the European Corporate and Finance Law review. He is a member of the European Company Law Experts (ECLE).