The EU Takeover Bids Directive, fit for purpose?

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CEPS - Centre for European Policy Studies 1 Place du Congrès / Congresplein 1000 Brussels

Presentation of the book 'A Legal and Economic Assessment of European Takeover Regulation'

A new CEPS-ECMI paperback, “A Legal and Economic Assessment of European Takeover Regulation”, published jointly with the law firm Marccus Partners, was presented on the day before the European Commission unveiled its ‘company law reform package’ on December 12th. Speaking at the book launch, Ugo Bassi, the Commission’s Director for Capital and Companies, discarded the possibility of an immediate reform of the Directive, highlighting the risk of worsening the current consensus. Instead, the Commission will work together with ESMA (European Securities and Markets Authority) to issue guidelines. The authors of the report questioned the merits of core aspects of the Directive, however, such as the high compensation to shareholders imposed by the so-called ‘mandatory bid rule’. Given wide cross-country differences in corporate control, the Directive leaves to member states the choice of applying key provisions, but Paul Davies of Oxford University argued the choice should have been given to companies, in line with the conclusions of the empirical analysis carried out by ECMI.


12:30 | Welcome to Participants

Karel Lannoo, CEO of CEPS and General Manager, ECMI

12:40 | Introductory Remarks

Ugo Bassi, Director, Capital and Companies, European Commission

13:00 | Presentation of the Report: Part I – The Legal Review

Christophe Clerc, Partner and General Manager Paris Office, Pinsent Masons

13:20 | Presentation of the Report: Part II – The Economic Analysis

Diego Valiante, Head of Research at ECMI and Research Fellow, CEPS

13:40 | Panel Discussion

Paul Davies, Allen & Overy Professor of Corporate Law, University of Oxford

Ugo Bassi, Director, Capital and Companies, European Commission

Moderated by Fabrice Demarigny, Chairman of Marccus Partners and Head of Capital Markets Activities, Mazars

About the report

Takeovers are an exceptional event in the life of a corporation, fundamentally altering both control and strategy. But the prospect of becoming the target of a bid, even when remote, influences daily corporate decision-making. Takeover rules are therefore central to company law and the balance of power among managers, shareholders and stakeholders alike. To what extent is it possible to balance an active market for corporate control with long-term, firm-specific investments?

This book is an abridged version of a comprehensive study carried out by the law firm Marccus Partners and the Centre for European Policy Studies for the European Commission and supplemented by additional policy recommendations. The study analyses the corporate governance considerations driving takeover regulation. It also assesses the implementation of the EU Directive on takeover bids and compares it with the legal framework of nine other major jurisdictions, including the United States. The authors find that similar rules have different effects, depending on company-level and country-level characteristics, and examine the use of modular legislation and optional provisions to cater for these differences.

Offering the reader a unique and thorough legal review, this book draws on the work of a global network of law firms and an in-depth economic study, including a survey of the relevant academic literature and an empirical analysis based on a comprehensive dataset on takeovers in Europe dating back to the early 2000s. An analysis of the impact of takeover rules on competitiveness and employment is also provided.


  • Registration is free of charge - for more information contact isabelle.tenaerts@ceps.eu
  • The venue will be confirmed to all participants by email well ahead of the date