Preface

Summary

Making a takeover bid for securities in different Member States of the European Union has traditionally been a hassle, since the offer document and relating publicity materials had to be approved by the supervisory authority of each Member State in which the bid was made. This resulted in lengthy discussions with the supervisory authorities and unnecessary delays in the bid process. Furthermore, differences in national law rendered the simultaneous launch of a takeover bid in several Member States a complicated undertaking. The Takeover Directive intends to facilitate cross-border takeover bids and oblige the national supervisory authorities to co-operate. This directive designates a single authority that is competent to approve the offer document required to make a takeover bid. An offer document thus approved can be used in other Member States to which the bid is extended. The only limitations on this so-called ‘European passport’ are that the supervisory authorities of the other Member States may require the inclusion of additional information relating to the acceptance formalities and the applicable tax rules, and national law may require that the offer document be translated into one or more official languages of these other states. The deadline for implementation of the Takeover Directive in national law was 20 May 2006. Almost all Member States have adapted their national legislation accordingly.