ABSTRACT
Associated with the protection of interests of shareholders, discussed above in Chapter 3, are the duties of directors to shareholders during takeover bids. This chapter deals with the question of how directors’ duties, as currently understood in company law, are affected by the relevant provisions of the European Community Directive on Takeover Bids (the ‘Directive’),1
as implemented by the Companies Act 2006 (‘CA 2006’).2 The chapter looks at the disclosure obligations under the Directive and the obligations to shareholders and to employees. Then it assesses whether these obligations are to be understood as extending the traditional duties of directors owed to the company. It also sets out the theoretical framework to deal with the problem of the conflict of interest in respect of directors’ decision-making during takeover bids.
