Company law: takeover bids, protection of shareholders, workers rights to information, 13th directive
1995/0341(COD)
The Commission's amended proposal incorporates most of the amendments adopted by Parliament
at first reading, in particular those which:
- define certain concepts more precisely, without contradicting the spirit of the directive, which is
to ensure a minimum level of harmonization while respecting the principle of subsidiarity;
- make provision for informing workers once a bid is made public and ensure that the offer document
is made available to them;
- extend to the workforce the principle of disclosure to shareholders.
The amended proposal does not incorporate the amendments designed to:
- require the company management to consult the workforce before giving its opinion on the bid;
- oblige the supervisory authority to publish, for a period of five years, a report showing the
workforce size of both offerer and offeree companies;
- introduce a special system for consulting persons who become shareholders in either the offerer
or offeree company through investments made in the context of the management of their pension
funds, and define the role of institutional investment managers;
- reduce the period for acceptance of the bid from a minimum of four weeks to two weeks, so that
there is sufficient time for a general meeting of shareholders to be convened during the procedure.
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