ABSTRACT
One of the concerns for a UK bidder is whether the Directive facilitates crossborder takeovers. In implementing the Directive, Member States have taken different approaches to the controversial provisions of Arts 9, 11 and 12 of the Directive. The approach taken on these provisions is a key factor in determining the ultimate impact of the Directive. Whilst the Directive partly aims at removing barriers to takeovers, these diverse approaches are likely to create more barriers to takeovers across Europe. To remedy this problem, it is suggested in this chapter that the Directive ought to be interpreted in the light of the EC Treaty obligation to remove all restrictions to free movement of capital. It is argued that Member States that allow their companies to apply a reciprocity rule under Art 12 of the Directive are likely to be found in breach of their Treaty obligation under Art 56 of the EC Treaty.
