The Takeover Directive – a Mini-Directive on the Structure of the Corporation: Is it a Trojan Horse?

Hirte Heribert
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Hirte Heribert: * Professor at the University of Hamburg, Acting Director of the Institute of Commercial, Maritime and Business Law of the University of Hamburg, Dr., LL.M. (Berkeley)

European Company and Financial Law Review, 2005, vol. 2, issue 1, 1-19

Abstract: This article introduces Artt. 10 and 14 of the Takeover Directive. It shows that the underlying model of the directive is one share one vote and that particularly the disclosure requirements may be perceived as “soft harmonisation” through the back door. Further, it raises the question whether the German model of co-determination and dual board structure might, notwithstanding the “without prejudice” rule in Art 14, be in conflict with the basic freedoms. Finally it deals with the proper sanctions of non-disclosure.

Date: 2005
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DOI: 10.1515/ecfr.2005.2.1.1

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