2 - A US lawyer's perspective on the EU Takeover Directive

Summary

Introduction and Scope

From the perspective of a US lawyer active in European mergers and acquisitions, the Takeover Directive gives rise to a broad array of practical, legal and comparative law considerations and observations. This chapter will focus mainly on three questions: (1) to what extent has the Takeover Directive made it easier to plan and execute cross-border tender offers for European targets into the United States; (2) will the Takeover Directive encourage more bidders to extend tender offers for European targets into the United States; and (3) how do the Takeover Directive rules and the corresponding US rules compare in the areas substantively regulated by the Takeover Directive?

To What Extent Has the Takeover Directive Made it Easier to Plan and Execute Cross-Border Tender Offers in the European Union?

Overall, the Takeover Directive constitutes a very important step towards facilitating cross-border tender offers within the European Union. First, it introduced certain common substantive principles and minimum standards in the laws of the Member States applicable to tender offers. Second, it provided rules and guidelines for allocating competence over a tender offer among European regulators and for determining which Member State's substantive laws govern a tender offer. The Takeover Directive, however, did not aim for, and has not achieved, full harmonization of these laws. In practice, there still remain as many legal regimes for tender offers in the European Union as there are Member States.