Directive 2004/25/EC on takeover bids: article 9 (board neutrality)
School of Economics, Business Administration and Legal Studies, LLM in Transnational and European Commercial Law, Mediation, Arbitration and Energy Law
This dissertation was written as part of the L.L.M. in Transnational and European
Commercial Law, Mediation, Arbitration and Energy Law at the International Hellenic
This paper examines the article 9 of the Directive 2004/25/EC on Takeover
refers to the board neutrality. First of all, there is a need to examine the Directive and
its provisions generally in order to have a complete picture of what regulates.
Subsequently analyzes the principles and rules which govern, including Article 9 on the
The Directive on Takeover Bids regulates the conduction of takeover bids by rules that
apply to all cross border takeover bids, it gives legal certainty to the Member States and
in the course of trade
. This safety increases competition and facilitates
cross border takeover bids.
With regard to the board neutrality rule detailed in Article 9 of the Directive, this
protects the bid and more specifically the frustration of the bid.
That’s why Bartman
believes that the term “non
frustration rule” fits better in Article 9 than the term “board
neutrality rule”. This rule requires the prior authorization of the general meeting of
shareholders to the board before action.