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The Next Step in European Community Harmonization of Company Law: Regulation of Public Bids?
Published online by Cambridge University Press: 21 July 2009
Extract
An article in a previous issue of this journal discussed some developments which might lead to a more developed system of pre-merger control in the European Community. Any regulation in that area will be largely a matter of antitrust law. The EEC Treaty provides for the institution of a system ensuring that competition in the common market is not distorted. The regulation will be part of that system. It will require ‘prenotification’ of mergers exceeding certain thresholds in order to enable the European Commission to judge their likely impact on the structure of the relevant product market and, if necessary, to prohibit such mergers. Most mergers will not be prohibited and not even be subject to the control envisaged by this new regime.
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- Copyright © Foundation of the Leiden Journal of International Law 1989
References
1. Hoyng, W.A, Bicshcuvcl, M.B.W, Towards a pre-merger control in the European Community?, 1 LJIL(1988), 79.Google Scholar
2. See infra n. 4.
3. Proposal for a Thirteenth Council Directive on Company law concerning takeover and other general bids, COM (88) 823 final, 16 February 1989; OJ. Eur. Comm. C.64,14 march 1989.
4. A considerable number of such Directives has already been adopted. In chronological order the First Company Law Harmonization Directive on Disclosure, the Validity of Obligations and the Nullity of Companies, in 1968 (EC Council Directive 68/151 OJ. Eur. Comm. L 65,14 March 1968) the Second Directive on the Formation of Companies and Ihcir Capital in 1976 (EC Council Directive 77/91 OJ. Eur. Comm. L 26,31 January 1977); the Fourth Directive on Annual Accounts in 1978 (EC Council Directive 78/660 (amended by EC Council Directives 83/349 and 84/569) OJ. Eur. Comm. L 222,14 August 1978); the Third Directive on Company Mergers, later in 1978 (EC Council Directive 78/855 OJ. Eur. Comm. L 295,20 October 1978); the Sixth Directive on Division of Companies, in 1982 (EC Council Directive 82/891 O J. Eur. Comm. L 37X, 31 December 1982); the Seventh Directive on Consolidated Accounts in 1983 (EC Council Directive 83/349 OJ. liur. Comm. L 193.18 July 1983); and: the Eighth Directive on the Approval of Auditors in 19X4 (liC Council Directive X4/253 OJ. Eur. Comm. L 126,12 May 1984). A proposal for a Fifth Directive concerning the structure of companies and the powers and obligations of their organs has been submitted to the Council in 1983 (OJ. Eur. Comm. 240, 9 September 1983), a proposal for a Tenth Directive on Transnational Mergers in 1985 (OJ. Eur. Comm. 23,25 January 1985), a proposal for an Eleventh Directive on Disclosure by Branches in 1986 (O J. Eur. Comm. 203,12 August 1986), and a proposal for a Twelfth Directive on Companies with One Shareholder in 1988 (OJ. Eur. Comm. 173,2 July 1988). The Ninth Directive on the Conduct of Groups of Companies is still in the preliminary draft stage.
5. This obligation is based on EC Council Directive 79/279, OJ. Eur. Comm. L 66,16 March 1979, providing for conditions for admission of securities for listing on an official Stock Exchange belonging to a Member State.
6. Dutch merger defenses may be, Financial Times, 14 November, 199,9,, and: Dutch May Ease Anti-Takeover Mechanisms, Inlcrmitional Herald Trihunc, 10 November, 1988.
7. Preliminary Draft XV/63/87.
8. Landau, W.L, The Federal and Stale Rules in Regulating United States Business Corporations, Symposium Katholiekc Univcrsiteii Brabant, 1988.Google Scholar
9. NRC-Handclsblad, 23 September 1988.