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Europe Daily Bulletin No. 8150
Contents Publication in full By article 35 / 46
GENERAL NEWS / (eu) eu/takeovers

Banks want to examine competencies of Take-over regulatory authorities for companies quoted on different stock exchanges

Brussels, 13/02/2002 (Agence Europe) - If the future Take-over Directive does not set out clear rules for identifying the competent regulatory authority in takeovers, European banks are afraid of a clash in different legal systems when companies are quoted on different stock exchanges. A joint Banking Federation of the European Union (FBE) and Federation of European Stock Exchanges (FESE) press release has welcomed the adoption of the Wise Men's report on takeovers, submitted in January (see EUROPE 11 January page 6). This report will provide the basis of the new Directive on Takeovers that the Commission will be presenting in April, following the rejection of the initial Draft Directive presented by Parliament in July 2001 (see EUROPE 5 July page 7). Jaap Peters, President of the Working Group of Takeover Practitioners, set up by the FBE and FESE, said that, "they were pleasantly surprised to see that the recommendations on squeeze out, equitable price and frustrating action were almost identical to our own positions". The banks, nonetheless, regret that the Wise Men mandate did not include any mention of the legal issues that could come up during cross-border transactions. The press release pointed out that during discussions on the initial Draft Directive, Member States failed to reach an agreement on which competent regulatory authorities would be responsible during transactions involving companies located in Member States but whose stock is quoted in different countries. The compromise reached at the time left jurisdiction shared out between the regulatory authorities of the country in which the company was based and the authority where the stock is bought or sold. According to members of the FEB/FEES working group, this sharing out of competencies risks provoking legal confusion and had to be resolved with jurisdiction being granted to the regulatory authority in the country in which the company is based.

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