The Takeover Bids Directive Assessment Report
This study considers the application of Directive 2004/25/EC on takeover bids from a legal and economic perspective. The legal review, carried-out by the international law firm Marccus Partners, presents a detailed account of the rules in the Directive and their implementation in twenty-two member states, together with a survey of relevant stakeholders. The economic study, carried out by ECMI-CEPS researchers Diego Valiante and Mirzha de Manuel, considers the economic foundations of takeover regulation and the role of the Directive in promoting growth and competitiveness, through a comprehensive economic impact assessment.
The impact assessment finds that the Directive carries different economic effects depending on the prevailing market structure in each jurisdiction, whether concentrated or dispersed. It reveals the existence of important trade-offs and conflicting objectives, such as the one referring to control contestability, which may induce managers to behave in line with the interests of shareholders but also reduce the incentives to carry out long-term firm-specific projects.
In 2011 ECMI-CEPS conducted a research project on the market for corporate control on behalf of the European Commission, together with the law firm Marccus Partners, part of the international audit and professional-services firm Mazars.
The object of this research was to study the application of Directive 2004/25/EC on takeover bids. It covered both an analysis of its implementation in the EU Member States and its application in the market for corporate control. It also evaluated the stakeholder perceptions of the directive's obligations and surveyed control structures and barriers to takeover bids that are not covered by the Directive.
Researchers Diego Valiante and Mirzha de Manuel carried out a comprehensive review of the scientific literature with regard to corporate control in general and takeovers in particular. The main conclusions of the literature were critically analysed and put into context with reference to the implementation of the directive and the activity in the market for corporate control. For this purpose, a score was given to the implementation of the key provisions of the directive in each member state, based on the legal review by Marccus Partners. Statistical and econometric techniques were employed to analyse a comprehensive dataset on takeover deals kindly provided by Thomson Reuters.
The study was completed by an assessment of the impact of the takeover bids Directive on the competitiveness and growth of the European economy. This assessment employed an original methodology, based on the global competitiveness index of the World Economic Forum. Finally, a further assessment considered the impact of the Directive on employees and employment.
Marccus Partners and ECMI-CEPS were awarded this study in an open tender process organised by the European Commission. The study was handed to the Commission in October 2011 and constituted the kick-off to the process of reviewing the directive. The European Commission released the study to the public on 28 June 2012.
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