Activites

• 2001/07/04 Decision by Parliament, 3rd reading
  • T5-0378/2001 summary

    The European Parliament in its resolution rejected the joint text approved by the Conciliation Committee on takeover bids. The vote was tied 273 in favour, 273 against and 22 abstentions. The Parliament's Rules of Procedure state that where there is a tied vote, the text shall be deemed rejected. Parliament has therefore followed the recommendation by its rapporteur Klaus-Heiner LEHNE (EPP/ED, Germany) who opposed the conciliation agreement mainly on the grounds that the requirement for the board of a company which is the object of a takeover bid to refrain from taking defensive action until it has consulted its shareholders could only be justified if a "level playing field" existed. Since, according to Mr. Lehne, there is no level playing field either at international or European level and the joint text did not resolve this problem, he argued that the conciliation agreement should be rejected. �

• 2001/07/03 Debate in Parliament
  • Debate in Parliament
• 2001/06/22 Report tabled for plenary, 3rd reading
  • A5-0237/2001
• 2001/06/19 Joint text approved by Conciliation Committee co-chairs
  • 03629/1/2001
• 2001/06/06 Final decision by Conciliation Committee
• 2001/04/10 Formal meeting of Conciliation Committee
• #2339
• 2001/03/19 Council Meeting
• 2000/12/13 Decision by Parliament, 2nd reading
  • T5-0559/2000 summary

    The European Parliament has approved, subject to a number of amendments, the text by Mr Klaus-Heiner LEHNE (EPP/ED, D) amending the Council's common position. The amendments adopted are designed to strengthen the hand of companies facing a hostile bid. While the common position bans a company from taking defensive actons in the face of a hostile bid without the approval of shareholders, one amendment adopted introduces a number of options, one of which would allow the board, in conformity with national law, to take other defensive measures without consulting shareholders. Other amendments are designed to strengthen workers' rights, in particular with regard to access to information in the event of a bid and seek to oblige the company making the bid to state its intentions with regard to jobs and possible relocations. Another amendment seeks to allow defensive measures which had the prior authorisation of the general meeting of the shareholders given for this purpose, during the period of acceptance of the bid. Another amendment introduced a clear definition of the meaning of an 'equitable price' of a bid, saying it should, under certain conditions, be payable in cash. �

• 2000/12/12 Debate in Parliament
  • Debate in Parliament
• 2000/11/28 Vote in committee, 2nd reading
  • A5-0368/2000
• 2000/09/07 Committee referral announced in Parliament, 2nd reading
• #2276
• 2000/06/19 Council Meeting
  • 08129/1/2000 summary

    The Council considers that the common position, which incorporates 13 out of the 22 amendments of the European Parliament, fully complies with the objectives of the Commission proposal. The changes introduced aim primarily at increasing the protection of minority shareholders, at reinforcing legal certainty, at introducing certain flexibility in the application of the Directive and at ensuring consistency within Community legislation concerning the financial sector. Firstly, the amendments accepted by the Council include those which aim to: - make clear that the obligation to launch a bid does not apply those controlling holdings already in existence at the date when legislation implementing this Directive enters into force; - make it possible for Member States to extend the obligation to launch a bid to the acquisition of securities other than those defined in article 2(e); - clarify the concept of "regulated market"; - provide for the mutual recognition of the offer document in the other Member States on whose markets the offeree company is listed, provided that the offer document is subject to prior approval by the supervisory authority and has been approved in one Member State. Supervisory authorites, however, may require some additional information specific to the market of the Member States where the offeree is listed. In relation to the amendments which have not been incorporated in the Council's common position, the most important relate in particular to: - the requirement that take-over bids should have as their objective the acquisition of control. The Council agreed that the Directive should not cover bids that neither aim at control nor are an obligation resulting from obtaining control.�

• #2148
• 2000/03/16 Council Meeting
  • 2148 summary

    The Council heard a progress report from the Spanish and United Kingdom delegations concerning their negotiations on the issue of Gibraltar in the context of the draft Directive for rules for take-over bids. The Council took note of the information by these delegations and encouraged them to pursue their negotiations with a view to enabling the Council to reach early agreement on this dossier. It is recalled that a political agreement on a common position, with the exception of its territorial application, was reached at the Council meeting on 21 June 1999. This aspect is connected to the designation by the Member States of a competent authority to supervise take-over bids governed by the Directive. To this effect, the position of Gibraltar remains to be defined in a satisfactory way for both delegations concerned, Spain and the United Kingdom. These delegations are currently pursuing negotiations in order to reach an overall solution applicable to all such Community legislation where the Gibraltar issue could arise.

• #2210
• 1999/10/28 Council Meeting
  • 2210
• 1999/10/27 Debate in Parliament
  • Debate in Parliament summary

    The European Parliament confirmed as first reading the text voted on 26.06.1997 on the proposal for a 13th European Parliament and Council Directive on company law concerning take-over bids, the numbering of the legal base of which has changed due to the entry into force of the Amsterdam Treaty.�

• #2193
• 1999/06/21 Council Meeting
• 1997/11/10 Modified legislative proposal published
  • COM(1997)0565 summary

    The Commission's amended proposal incorporates most of the amendments adopted by Parliament at first reading, in particular those which: - define certain concepts more precisely, without contradicting the spirit of the directive, which is to ensure a minimum level of harmonization while respecting the principle of subsidiarity; - make provision for informing workers once a bid is made public and ensure that the offer document is made available to them; - extend to the workforce the principle of disclosure to shareholders. The amended proposal does not incorporate the amendments designed to: - require the company management to consult the workforce before giving its opinion on the bid; - oblige the supervisory authority to publish, for a period of five years, a report showing the workforce size of both offerer and offeree companies; - introduce a special system for consulting persons who become shareholders in either the offerer or offeree company through investments made in the context of the management of their pension funds, and define the role of institutional investment managers; - reduce the period for acceptance of the bid from a minimum of four weeks to two weeks, so that there is sufficient time for a general meeting of shareholders to be convened during the procedure. �

• 1997/06/26 Decision by Parliament, 1st reading/single reading
  • T4-0349/1997 summary

    In adopting the report by Mrs Nicole FONTAINE (EPP, F) Parliament approved the Commission proposal subject to the following amendments: - the coordination measures prescribed by the directive also apply to other mechanisms or arrangements laid down by organizations officially authorized to regulate markets relating to takeover bids; - the definition of 'offerer' is made more precise; - Member States must take steps to protect the minority shareholders when the immediate or short-term acquisition of securities would confer on the holder of these securities control of that company; - the supervisory authority must verify the entire bid procedure (and not all aspects of the bid); - clarification is made to the legal options open to the injured party to secure redress for any damage suffered; - the board of an offeree company is to act in the interests of the company as a whole, including safeguarding jobs; - additional protection is called for, through a consultation procedure, for pensioners who represent a particularly vulnerable category of shareholder; - the supervisory authority must ensure the publication of a report, annually for a period of five years following a takeover showing the workforce size of the company prior to and following a successful bid; it must ensure that investment fund managers who manage portfolio fund investments in either offerer or offeree companies and also hold personal shares in either company are excluded from proceedings. Other amendments seek to strengthen the rights of employees or their representatives: they must be informed within 24 hours of the takeover bid being made public; they must also be informed of the offer document which must indicate any changes to the terms and conditions of employment and any envisaged dismissals. The period for acceptance of the bid may not be less than two weeks from the date on which the document is made public. �

• 1997/06/25 Debate in Parliament
  • Debate in Parliament
• 1997/05/21 Vote in committee, 1st reading/single reading
  • A4-0204/1997
• 1996/02/16 Committee referral announced in Parliament, 1st reading/single reading
• 1996/02/07 Legislative proposal published
  • COM(1995)0655 summary

    OBJECTIVE: the purpose of the proposal for a Directive is to ensure adequate protection of shareholders throughout the European Union by laying down minimum rules for the conduct of public takeover bids. SUBSTANCE: the new proposal lays down the same general principles for the conduct of takeover bids as the previous proposal, but no longer contains detailed provisions harmonizing the application of these principles. Thus Member States may apply the provisions of the Directive on the basis of their own rules, in accordance with their systems and traditions. The proposal simply requires the Member States' own rules concerning takeover bids to comply with the following principles: - equal treatment for all holders of shares in the offeree company who are in the same position; - the persons to whom a bid is addressed must be allowed the necessary time and information to take a sufficiently well-founded decision on the bid; - the administrative or management board of the offeree company must act in the interests of the company as a whole, and must in particular take account of the interests of shareholders; - it is prohibited to create false markets in the securities of the offeree company, the offeror or any other company which the bid concerns; - offeree companies must not be hampered in the conduct of their business for any longer than is reasonably necessary for a bid to purchase their shares. More specifically, the proposal: - requires Member States to designate a supervisory authority and ensure that the general principles laid down in the Directive are applied in practice; - requires specific national rules to be adopted to guarantee protection of minority shareholders in the event of the acquisition or acquisition of control of a listed company. This protection may be ensured by means of a mandatory bid or by any other equivalent means; - requires Member States to ensure a minimum level of publicity and information so that the conduct of bids is transparent; - requires Member States to designate one or more authorities with the necessary powers to ensure that the rules on acquisition are complied with. The Directive does not exclude the possibility that supervision may be exercised by professional bodies in the sector concerned which are competent to deal with complaints concerning bids. �

Documents

• Legislative proposal published: COM(1995)0655
• Committee report tabled for plenary, 1st reading/single reading: A4-0204/1997
• Debate in Parliament: Debate in Parliament
• Decision by Parliament, 1st reading/single reading: T4-0349/1997
• Modified legislative proposal published: COM(1997)0565
• Debate in Parliament: Debate in Parliament
• Debate in Council: 2210
• Debate in Council: 2148
• Council position published: 08129/1/2000
• Committee recommendation tabled for plenary, 2nd reading: A5-0368/2000
• Debate in Parliament: Debate in Parliament
• Decision by Parliament, 2nd reading: T5-0559/2000
• Joint text approved by Conciliation Committee co-chairs: 03629/1/2001
• Report tabled for plenary, 3rd reading: A5-0237/2001
• Debate in Parliament: Debate in Parliament
• Decision by Parliament, 3rd reading: T5-0378/2001

History

(these mark the time of scraping, not the official date of the change)