Lack of Clarity and Transparency in Takeover Directive

12.00.00am GMT Tue 12th Dec 2000

Diana Wallis MEP will tonight ask fellow Euro-MPs to vote down amendments to the European Commission's takeover directive, warning that the directive would become a step back rather than presenting progress in the Internal Market.

The European Commission has proposed measures to reform regulations surrounding takeover bids across the EU. Negotiations between the Commission and the Member States have taken ten years, but a directive has finally been produced based on the UK Takeover Code. The European Parliament Legal Affairs Committee has tabled 18 amendments to the directive. Diana Wallis, Liberal Democrat Co-ordinator on the Committee, is urging colleagues to vote against the amendments.

Speaking in the debate in the Parliament's plenary session tonight in Strasbourg, Diana Wallis will say:

"It seems to me that some of the amendments, far from dealing with the issue in hand are actually a covert attempt to introduce some elements of a European Company Statute through the back door.

"We are in danger of adopting rigid structures and procedures when the recommendation from the Commission and Council was actually light touch, for example it is doubtful that the Mannesmann/Vodafone takeover could have occurred within the straight jacket regulatory framework envisaged by these amendments. The original proposals gave Member States the leeway to reflect national practice and corporate culture in drafting the detailed rules.

"On this occasion I think further the suggestion being made in respect of jurisdiction would lead to muddle, forum shopping and potential litigation at a delicate time in a corporate deal. This is not helpful - we should not increase the opportunities to litigate.

"Jurisdiction should be solely in the hands of the Member State where the target company is registered, this is fair for minority shareholders, transparent and, above all, clear."