ABSTRACT
Apart from the fears of a litigation culture arising from the introduction of a statutory regulation of takeovers, discussed above in Chapter 2, the implementation of the Directive has posed questions in relation to the protection of the interests of shareholders following a takeover bid. This chapter analyses the extent to which the Directive protects the interests of the shareholders on the one hand, and the facilitation of cross-border takeover activities on the other. With regard to shareholders, particular attention is given to the interests of minority shareholders who may be squeezed out by the controlling majority who take over the company. This chapter also looks at whether the Directive adds anything that the Code would not provide were the Directive not to be implemented. The argument advanced here is that the Directive generally provides for shareholder protection, which is already enshrined in the UK measures, the Code, whilst failing in the facilitation of cross-border takeover activities. To that extent, this chapter argues that the Directive adds nothing of value to takeover regulations in the UK in this context. The chapter also looks at the possible conflict between protecting shareholders in a target company on the one hand, and facilitating investment through unrestricted takeover activities for a competitive European economy on the other.
