Takeover Directive / Directive meaning

In practice, “takeover Directive” (often just “Directive”) refers to the EU framework governing public takeover bids for listed companies. It is Directive 2004/25/EC on takeover bids, which sets minimum, harmonised standards for bids involving companies with securities admitted to trading on an EU regulated market. Key features include: equal treatment of shareholders; a mandatory bid rule when control is acquired (with national discretion on the control threshold and minimum price); disclosure and timetable requirements; employee information rights; post-bid squeeze-out and sell-out rights; and supervision by a national takeover authority. The Directive also addresses board neutrality during an offer and provides an optional “breakthrough” rule affecting certain restrictions in company constitutions and shareholders’ agreements. UK position: The UK is no longer bound by the Directive post-Brexit, but its principles are reflected in domestic law and the City Code on Takeovers and Mergers (Companies Act 2006, Part 28; Panel on Takeovers and Mergers as supervisory authority). Board neutrality is embedded; the optional breakthrough rule was not adopted. The regime is consistent across England & Wales, Scotland and Northern Ireland. Ireland: The Directive continues to apply and is implemented via the Irish Takeover Panel Act 1997 (as amended), the European Communities (Takeover Bids) Regulations 2006...