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responded to lobbying by BASF, the chemicals group, and Volkswagen, the automotive
company, were also keen to water down the directive’s key provisions.

And in a Commission that has recently lost too many battles with member states
for comfort, Mr. Bolkestein did not find the support he would have needed to withdraw
the measure altogether.

Final approval by EU member states is expected to be a mere formality.

——

Europe’s Long-Delayed Move Toward a Unified Public Company Takeover Regime

By Andrew Saul, Lexa Haworth, with Commentary from Henry Lesser*
The M&A Lawyer, June, 2004, at 15

The European Directive on Takeover Bids was first proposed more than 14 years
ago. The idea behind it was to establish a framework for the protection of shareholders
throughout the European Union and to provide minimum guidelines relating to the
process of public company takeover offers, particularly cross-border bids.

The exact form of the Takeover Directive has involved a series of political
compromises for many of the countries involved, but after years of negotiations, various
amendments, and a tricky conciliation procedure, political agreement has finally been
reached. The text of the Directive was approved by the European Parliament on
December 16, 2003,1 and was adopted by the European Council three months later. The
Directive was published in the Official Journal of the European Union on April 30 and came

* Andrew Saul (andrew.saul@osborneclarke.com) is a Partner in Osborne Clarke’s London office.
He is Chairman of the corporate practice group for the Osborne Clarke Alliance. He is registered to practise
English law in California and is a member of the International Transactions Task Force of the ABA Committee
on Negotiated Acquisitions. Lexa Haworth (lexa.haworth@osborneclarke.com) is resident in the firm’s
Silicon Valley office. Henry Lesser (hlesser @graycary.com) is a partner of Gray Cary Ware & Freidenrich
LLP in its Silicon Valley office, co-chair of its M&A Group, and chair of its Global Steering Committee.

1 European Parliament legislative resolution on the proposal for a European Parliament and Council
directive on takeover bids (COM (2002) 534-C5-0481/2002- 2002/0240(COD)), available through links at
<www.europarl.eu.int/home/default_ en.htm>.

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