Brussels, 27/02/2007 (Agence Europe) - On Tuesday 27 February, the European Commission published a report on Directive 2004/25/EC relating to takeover bids, which highlights the major differences in the way European rules have been implemented in member states' national law (see EUROPE 8677). The Commission reached the “sad conclusion” that the directive had not given the results wanted, said the spokesman for Charlie McCreevy, European Internal Market Commissioner. He nonetheless pointed out that McCreevy was opposed at this stage to revising the European legislation. It will be necessary to wait for the 2008 report - which will measure the economic impact of the directive in greater detail - before the Commission can draw its political conclusions.
The report notes that a large number of member states have implemented the directive in a “protectionist” manner. The Commission says “there is a real risk that the rule on the neutrality of the administrative body or management” of the company whose shares are to be acquired, such as that applied in member states, will delay the emergence of a European market of corporate governance. Application of this rule could even create further obstacles, he said. Also, it appears unlikely that the breakthrough rule will be beneficial in the short term, he added. Among the positive effects of the directive there are the rules on publication by companies of their defence measures against takeover bids, an obligation which, according to the Commission, will help to increase transparency and will facilitate investor decisions. The Commission will analyse the reasons why member states are reluctant to comply with the fundamental rules of the directive whose revision - due in 2011 - could be brought forward. (mb)