direct ec european parliament council april takeov bid text eea relev european parliament council european union regard treati establish european commun articl thereof regard propos commiss regard opinion european econom social committe act accord procedur laid articl treati accord articl treati coordin safeguard protect interest member member state requir compani govern law member state secur admit trade regul market member state view make safeguard equival commun protect interest holder secur compani govern law member state compani subject takeov bid control secur admit trade regul market member state creat commun wide clariti transpar respect legal issu settl event takeov bid prevent pattern corpor restructur commun distort arbitrari differ govern manag cultur view public interest purpos serv central bank member state inconceiv target takeov bid histor reason secur central bank list regul market member state exclud explicitli scope direct member state design author author supervis aspect bid govern direct ensur parti takeov bid compli rule made pursuant direct author cooper order effect takeov regul flexibl capabl deal circumst aris provid possibl except derog appli rule except laid grant derog supervisori author respect gener principl regulatori bodi exercis supervis accord gener principl commun law fair hear decis supervisori author circumst suscept review independ court tribun member state left determin right made assert administr judici proceed proceed supervisori author proceed parti bid member state step protect holder secur minor hold control compani acquir member state ensur protect oblig person acquir control compani make offer holder compani secur hold equit price accord common definit member state free establish instrument protect interest holder secur oblig make partial bid offeror acquir control compani oblig announc bid time control compani acquir oblig make bid holder secur appli control hold exist date nation legisl transpos direct enter forc oblig launch bid appli case acquisit secur carri vote ordinari gener meet sharehold member state provid oblig make bid holder secur relat secur carri vote right secur carri vote right specif circumst carri vote right reduc scope insid deal offeror requir announc decis launch bid inform supervisori author bid holder secur properli inform term bid mean offer document inform repres compani employe fail employe directli time allow accept bid regul perform function satisfactorili supervisori author time requir parti bid provid inform cooper suppli inform effici effect manner delai author supervis capit market order prevent oper frustrat bid power board offere compani engag oper except natur limit unduli hinder offere compani carri normal busi activ board offere compani requir make public document set opinion bid reason opinion base includ view effect implement compani interest specif employ order reinforc effect exist provis freedom deal secur compani cover direct freedom exercis vote right essenti defens structur mechan envisag compani transpar regularli present report gener meet sharehold member state measur afford offeror possibl acquir major interest compani fulli exercis control end restrict transfer secur restrict vote right extraordinari appoint right multipl vote right remov suspend time allow accept bid gener meet sharehold decid defens measur amend articl associ remov appoint board member gener meet sharehold closur bid holder secur suffer loss result remov right equit compens provid accord technic arrang laid member state special right held member state compani view framework free movement capit relev provis treati special right held member state compani provid privat public nation law exempt breakthrough rule compat treati take account exist differ member state compani law mechan structur member state allow requir compani establish territori appli provis direct limit power board offere compani time allow accept bid render ineffect barrier provid articl associ specif agreement event member state compani establish territori make choic revers appli provis prejudic intern agreement european commun parti member state allow requir compani appli provis accord option arrang appli subject offer launch compani appli provis consequ option arrang member state lai rule cover possibl bid laps offeror revis bid possibl compet bid compani secur disclosur result bid irrevoc bid condit permit disclosur inform consult repres employe offeror offere compani govern relev nation provis adopt pursuant council direct ec septemb establish european work council procedur commun scale undertak commun scale group undertak purpos inform consult employe council direct ec juli approxim law member state relat collect redund council direct ec octob supplement statut european compani regard involv employe direct ec european parliament council march establish gener framework inform consult employe european commun joint declar european parliament council commiss employe represent employe compani concern repres opportun state view forese effect bid employ prejudic rule direct ec european parliament council januari insid deal market manipul market abus member state appli introduc nation provis disclosur inform consult repres employe offeror offer launch member state measur enabl offeror takeov bid acquir percentag compani capit carri vote right requir holder remain secur sell secur likewis takeov bid offeror acquir percentag compani capit carri vote right holder remain secur requir bui secur squeez sell procedur appli specif condit link takeov bid member state continu appli nation rule squeez sell procedur circumst object action envisag establish minimum guidelin conduct takeov bid ensur adequ level protect holder secur commun suffici achiev member state transpar legal certainti case cross border takeov acquisit control reason scale effect action achiev commun level commun adopt measur accord principl subsidiar set articl treati accord principl proportion set articl direct achiev object adopt direct procedur establish framework consist common principl limit number gener requir member state implement detail rule accord nation system cultur context member state provid sanction infring nation measur transpos direct technic guidanc implement measur rule laid direct time time account develop financi market provis commiss empow adopt implement measur provid modifi essenti element direct commiss act accord principl set direct consult european secur committe establish commiss decis ec measur implement direct adopt accord council decis ec june lai procedur exercis implement power confer commiss due regard declar made commiss european parliament februari implement financi servic legisl provis import entrust contact committe task assist member state supervisori author implement direct advis commiss addit amend direct contact committe make inform member state provid basi direct takeov bid place regul market commiss facilit movement fair balanc harmonis rule takeov european union end commiss submit propos time revis direct adopt direct articl scope direct lai measur coordin law regul administr provis code practic arrang member state includ arrang establish organis offici authoris regul market hereinaft refer rule relat takeov bid secur compani govern law member state secur admit trade regul market mean direct eec member state hereinaft refer regul market direct appli takeov bid secur issu compani object collect invest capit provid public oper principl risk spread unit holder request repurchas redeem directli indirectli asset compani action compani ensur stock exchang unit vari significantli net asset regard equival repurchas redempt direct appli takeov bid secur issu member state central bank articl definit purpos direct takeov bid bid public offer offere compani made holder secur compani acquir secur mandatori voluntari object acquisit control offere compani accord nation law offere compani compani secur subject bid offeror natur legal person govern public privat law make bid person act concert natur legal person cooper offeror offere compani basi agreement express tacit oral written aim acquir control offere compani frustrat success outcom bid secur transfer secur carri vote right compani parti bid offeror member offeror board offeror compani offere compani holder secur offere compani member board offere compani person act concert parti multipl vote secur secur includ distinct separ class carri vote purpos paragraph person control person mean articl direct ec deem person act concert person articl gener principl purpos implement direct member state ensur principl compli holder secur offere compani class afford equival treatment person acquir control compani holder secur protect holder secur offere compani suffici time inform enabl reach properli inform decis bid advis holder secur board offere compani give view effect implement bid employ condit employ locat compani place busi board offere compani act interest compani deni holder secur opportun decid merit bid fals market creat secur offere compani offeror compani compani concern bid rise fall price secur artifici normal function market distort offeror announc bid ensur fulfil full cash consider offer take reason measur secur implement type consider offere compani hinder conduct affair longer reason bid secur view ensur complianc principl laid paragraph member state ensur minimum requir set direct observ lai addit condit provis stringent direct regul bid articl supervisori author applic law member state design author author compet supervis bid purpos rule make introduc pursuant direct author design public author associ privat bodi recognis nation law public author expressli empow purpos nation law member state inform commiss design divis function made ensur author exercis function imparti independ parti bid author compet supervis bid member state offere compani regist offic compani secur admit trade regul market member state offere compani secur admit trade regul market member state compani regist offic author compet supervis bid member state regul market compani secur admit trade offere compani secur admit trade regul market member state author compet supervis bid member state regul market secur admit trade offere compani secur admit trade regul market member state simultan offere compani determin supervisori author member state author compet supervis bid notifi regul market supervisori author dai trade offere compani secur admit trade regul market member state date laid articl admit simultan supervisori author member state agre author compet supervis bid week date laid articl offere compani determin author compet author dai trade week period member state ensur decis refer made public case refer matter relat consider offer case bid price matter relat bid procedur inform offeror decis make bid content offer document disclosur bid dealt accord rule member state compet author matter relat inform provid employe offere compani matter relat compani law percentag vote right confer control derog oblig launch bid condit board offere compani undertak action result frustrat bid applic rule compet author member state offere compani regist offic member state ensur person emploi emploi supervisori author bound profession secreci inform cover profession secreci divulg person author provis laid law supervisori author member state purpos direct author supervis capit market accord direct eec direct ec direct ec direct ec european parliament council novemb prospectu publish secur offer public admit trade cooper suppli inform applic rule drawn accord direct case cover paragraph inform exchang cover oblig profession secreci person emploi emploi supervisori author receiv inform subject cooper includ abil serv legal document enforc measur compet author connect bid assist request supervisori author concern purpos investig actual alleg breach rule made introduc pursuant direct supervisori author vest power purpos carri duti includ ensur parti bid compli rule made introduc pursuant direct provid gener principl laid articl respect member state provid rule make introduc pursuant direct derog rule includ derog nation rule order account circumst determin nation level ii grant supervisori author compet power waiv nation rule account circumst refer specif circumst case reason decis requir direct affect power member state design judici author respons deal disput decid irregular commit bid power member state regul circumst parti bid entitl bring administr judici proceed direct affect power court member state declin hear legal proceed decid proceed affect outcom bid direct affect power member state determin legal posit liabil supervisori author litig parti bid articl protect minor sharehold mandatori bid equit price natur legal person result acquisit acquisit person act concert hold secur compani refer articl ad exist hold secur hold secur person act concert directli indirectli give percentag vote right compani give control compani member state ensur person requir make bid mean protect minor sharehold compani bid address earliest opportun holder secur hold equit price defin paragraph control acquir voluntari bid made accord direct holder secur hold oblig laid paragraph launch bid longer appli percentag vote right confer control purpos paragraph method calcul determin rule member state compani regist offic highest price paid secur offeror person act concert period determin member state month bid refer paragraph regard equit price bid made public offer close accept offeror person act concert purchas secur price higher offer price offeror increas offer highest price paid secur acquir provid gener principl laid articl respect member state authoris supervisori author adjust price refer subparagraph circumst accord criteria determin end draw list circumst highest price adjust upward highest price set agreement purchas seller market price secur question manipul market price gener market price affect except occurr order enabl firm difficulti rescu determin criteria appli case averag market period break compani object valuat criteria gener financi analysi decis supervisori author adjust equit price substanti made public consider offeror offer secur cash combin consider offer offeror consist liquid secur admit trade regul market includ cash altern event offeror offer cash consider altern person act concert period begin time period determin member state accord paragraph end offer close accept purchas cash secur carri vote right offere compani member state provid cash consider offer altern case addit protect provid paragraph member state provid instrument intend protect interest holder secur instrument hinder normal bid articl inform bid member state ensur decis make bid made public delai supervisori author inform bid requir supervisori author inform decis made public bid made public board offere compani offeror inform repres respect employe repres employe member state ensur offeror requir draw make public good time offer document inform enabl holder offere compani secur reach properli inform decis bid offer document made public offeror commun supervisori author made public board offere compani offeror commun repres respect employe repres employe offer document refer subparagraph subject prior approv supervisori author approv recognis subject translat requir member state market offere compani secur admit trade obtain approv supervisori author member state author requir inclus addit inform offer document inform specif market member state member state offere compani secur admit trade relat formal compli accept bid receiv consider due close bid tax arrang consider offer holder secur subject offer document refer paragraph state term bid ident offeror offeror compani type regist offic compani secur class class secur bid made consider offer secur class secur case mandatori bid method emploi determin particular consider paid compens offer right remov result breakthrough rule laid articl particular compens paid method emploi determin maximum minimum percentag quantiti secur offeror undertak acquir detail exist hold offeror person act concert offere compani condit bid subject offeror intent regard futur busi offere compani affect bid offeror compani regard safeguard job employe manag includ materi chang condit employ offeror strateg plan compani repercuss employ locat compani place busi time allow accept bid consider offer offeror includ secur kind inform secur inform financ bid ident person act concert offeror offere compani case compani type name regist offic relationship offeror offere compani nation law govern contract conclud offeror holder offere compani secur result bid compet court commiss adopt rule applic paragraph accord procedur refer articl member state ensur parti bid requir provid supervisori author member state time request inform possess bid supervisori author discharg function articl time allow accept member state provid time allow accept bid week week date public offer document provid gener principl laid articl respect member state provid period week extend condit offeror week notic intent close bid member state provid rule chang period refer paragraph specif case member state authoris supervisori author grant derog period refer paragraph order offere compani call gener meet sharehold bid articl disclosur member state ensur bid made public ensur market transpar integr secur offere compani offeror compani affect bid order prevent public dissemin fals mislead inform member state provid disclosur inform document requir articl manner ensur readili promptli holder secur member state regul market offere compani secur admit trade repres employe offere compani offeror repres employe articl oblig board offere compani member state ensur rule laid paragraph compli period refer subparagraph board offere compani obtain prior authoris gener meet sharehold purpos take action seek altern bid result frustrat bid issu share result last impedi offeror acquir control offere compani authoris mandatori time board offere compani receiv inform refer sentenc articl bid result bid made public bid laps member state requir authoris obtain earlier stage board offere compani awar bid immin decis begin period refer subparagraph paragraph partli fulli implement gener meet sharehold approv confirm decis form part normal compani busi implement result frustrat bid purpos obtain prior authoris approv confirm holder secur refer paragraph member state adopt rule allow gener meet sharehold call short notic provid meet place week notif board offere compani draw make public document set opinion bid reason base includ view effect implement bid compani interest specif employ offeror strateg plan offere compani repercuss employ locat compani place busi set offer document accord articl board offere compani time commun opinion repres employe repres employe board offere compani receiv good time separ opinion repres employe effect bid employ opinion append document purpos paragraph compani tier board structur board manag board supervisori board articl inform compani refer articl member state ensur compani refer articl publish detail inform structur capit includ secur admit trade regul market member state indic class share class share right oblig attach percentag total share capit repres restrict transfer secur limit hold secur obtain approv compani holder secur prejudic articl direct ec signific direct indirect sharehold includ indirect sharehold pyramid structur cross sharehold mean articl direct ec holder secur special control right descript right system control employe share scheme control right exercis directli employe restrict vote right limit vote right holder percentag number vote deadlin exercis vote right system compani cooper financi right attach secur separ hold secur agreement sharehold compani result restrict transfer secur vote right mean direct ec rule govern appoint replac board member amend articl associ power board member power issu bui back share signific agreement compani parti effect alter termin chang control compani takeov bid effect thereof natur disclosur prejudici compani except appli compani specif oblig disclos inform basi legal requir agreement compani board member employe provid compens resign made redund valid reason employ ceas takeov bid inform refer paragraph publish compani annual report provid articl direct eec articl direct eec member state ensur case compani secur admit trade regul market member state board present explanatori report annual gener meet sharehold matter refer paragraph articl breakthrough prejudic right oblig provid commun law compani refer articl member state ensur provis laid paragraph appli bid made public restrict transfer secur provid articl associ offere compani appli vi vi offeror time allow accept bid laid articl restrict transfer secur provid contractu agreement offere compani holder secur contractu agreement holder offere compani secur enter adopt direct appli vi vi offeror time allow accept bid laid articl restrict vote right provid articl associ offere compani effect gener meet sharehold decid defens measur accord articl restrict vote right provid contractu agreement offere compani holder secur contractu agreement holder offere compani secur enter adopt direct effect gener meet sharehold decid defens measur accord articl multipl vote secur carri vote gener meet sharehold decid defens measur accord articl bid offeror hold capit carri vote right restrict transfer secur vote right refer paragraph extraordinari right sharehold appoint remov board member provid articl associ offere compani appli multipl vote secur carri vote gener meet sharehold closur bid call offeror order amend articl associ remov appoint board member end offeror conven gener meet sharehold short notic provid meet place week notif right remov basi paragraph articl equit compens provid loss suffer holder right term determin compens arrang payment set member state paragraph appli secur restrict vote right compens specif pecuniari advantag articl appli member state hold secur offere compani confer special right member state compat treati special right provid nation law compat treati cooper articl option arrang member state reserv requir compani refer articl regist offic territori appli articl articl member state make option provid paragraph grant compani regist offic territori option revers appli articl articl prejudic articl decis compani gener meet sharehold accord law member state compani regist offic accord rule applic amend articl associ decis commun supervisori author member state compani regist offic supervisori author member state secur admit trade regul market admiss request member state condit determin nation law exempt compani appli articl articl appli articl articl subject offer launch compani appli articl compani control directli indirectli pursuant articl direct eec member state ensur provis applic respect compani disclos delai measur appli accord paragraph subject authoris gener meet sharehold offere compani grant earlier month bid made public accord articl articl rule applic conduct bid member state lai rule govern conduct bid laps bid revis bid compet bid disclosur result bid irrevoc bid condit permit articl inform consult employe repres direct prejudic rule relat inform consult repres member state provid determin employe offeror offere compani govern relev nation provis adopt pursuant direct ec ec ec ec articl squeez member state ensur bid made holder offere compani secur secur paragraph appli member state ensur offeror requir holder remain secur sell secur fair price member state introduc situat offeror hold secur repres capit carri vote right vote right offere compani accept bid acquir firmli contract acquir secur repres offere compani capit carri vote right vote right compris bid case refer member state set higher threshold higher capit carri vote right vote right member state ensur rule forc make calcul threshold reach offere compani issu class secur member state provid squeez exercis class threshold laid paragraph reach offeror wish exercis squeez month end time allow accept bid refer articl member state ensur fair price guarante price form consider offer bid cash member state provid cash offer altern voluntari bid case refer paragraph consider offer bid presum fair accept bid offeror acquir secur repres capit carri vote right compris bid mandatori bid consider offer bid presum fair articl sell member state ensur bid made holder offere compani secur secur paragraph appli member state ensur holder remain secur requir offeror bui secur fair price circumst provid articl articl appli mutati mutandi articl sanction member state determin sanction impos infring nation measur adopt pursuant direct step ensur put effect sanction provid effect proportion dissuas member state notifi commiss measur date laid articl subsequ chang thereto earliest opportun articl committe procedur commiss assist european secur committe establish decis ec hereinaft refer committe refer made paragraph articl decis ec appli regard articl thereof provid implement measur adopt accord procedur modifi essenti provis direct period refer articl decis ec month prejudic implement measur adopt year entri forc direct applic provis requir adopt technic rule decis accord paragraph suspend propos commiss european parliament council renew provis concern accord procedur laid articl treati end review end period refer articl contact committe contact committe set function facilit prejudic articl treati harmonis applic direct regular meet deal practic problem aris connect applic advis commiss addit amend direct function contact committe apprais merit decis supervisori author individu case articl revis year date laid articl commiss examin direct light experi acquir appli propos revis examin includ survei control structur barrier takeov bid cover direct end member state provid commiss annual inform takeov bid launch compani secur admit trade regul market inform includ nation compani involv result offer inform relev understand takeov bid oper practic articl transposit member state bring forc law regul administr provis compli direct forthwith inform commiss thereof member state adopt provis refer direct accompani refer occas offici public method make refer laid member state member state commun commiss text main provis nation law adopt field cover direct articl entri forc direct enter forc dai public offici journal european union articl addresse direct address member state strasbourg april european parliament presid cox council presid roch oj oj opinion european parliament decemb publish offici journal council decis march oj direct amend direct ec oj oj oj oj oj oj decis amend decis ec oj oj council direct eec invest servic secur field oj direct amend direct ec european parliament council oj direct ec european parliament council admiss secur offici stock exchang list inform publish secur oj direct amend direct ec oj fourth council direct eec juli annual account type compani oj direct amend direct ec european parliament council oj seventh council direct eec june consolid account oj direct amend direct ec