¹ The full text of the Directive is available athttp:/register.consilium.eu.int/pdf/en/03/st15/st15476.en03.pdf.Google Scholar

² The Directive is applicable according to Art 1 to takeover bids for securities admitted to trading on a regulated market within the meaning of EC Directive 93/22 of 11 June 1993, O.J. 1993 L 41/27; Directive as last amended by EC Directive 00/64 of 17 November 2000, O.J. 2000 L 290/27). These are, in short, markets that operate on a regular basis and are included in an annually updated list published in the Official Journal of the European Union. (See definition 13 in conjunction with Annex B and Art 16 of the EC Directive 00/64).Google Scholar

³ In relation to mandatory bids see, infra, under III.Google Scholar

⁴ See infra under 4.Google Scholar

⁵ Art 9 of the proposed Directive.Google Scholar

⁶ Art 11 of the proposed Directive.Google Scholar

⁷ See Art 11.6 and preamble par 18(a) of the proposed Directive.Google Scholar

⁸ There is already a substantial case law by the ECJ on this issue. See for example: Case C-98/01, Commission of the European Communities v United Kingdom; Case C-463/00, Commission of the European Communities v Kingdom of Spain; Case C-503/99, Commission of the European Communities v Kingdom of Belgium; Case C-483/99, Commission of the European Communities v French Republic; Case C-367/98, Commission of the European Communities v Portuguese Republic; for a commentary of the first decisions, see Adolff, 3 German Law Journal No. 8 (1 August 2002), http://www.germanlawjournal.com/article.php?id=170.Google Scholar

⁹ See, for a concise account of the Directive's legislative history and the disputed issues, the introduction to the Draft Proposal of October 2003, and Kirchner/Painter, 50 Am. J. Comp. L. 451 (2002).Google Scholar

¹⁰ This is the case when the Member State chose to apply rules 9 and/or 11.Google Scholar

¹¹ This is the case when the Member State decided not to apply rules 9 and/or 11. See supra under 3.Google Scholar

¹² Art 11A.3 of the proposed Directive.Google Scholar

¹³ See http://www.wto.org/english/docs_e/legal_e/26-gats_01_e.htm.Google Scholar

¹⁴ See supra under 3.Google Scholar

¹⁵ Art 10 of the proposed Directive.Google Scholar

¹⁶ 3.1.(a).Google Scholar

¹⁷ the word used in the German version of the Directive is “gleich“ (equal).Google Scholar

¹⁸ Art 5.1-3 of the proposed Directive.Google Scholar

¹⁹ For Germany see §§ 29, 35 Wertpapiererwerbs- und Übernahmegesetz (WpÜG). For the UK see Rule 9.1 of the City Code on Takeovers and Mergers.Google Scholar

²⁰ Art 5.4.Google Scholar

²¹ idem.Google Scholar

²² In Germany, there exists a three months period, see §§ 39, 31 WpÜG, 3, 4 AngebVO.Google Scholar

²³ Idem.Google Scholar

²⁴ Art 5.5.Google Scholar

²⁵ For example in the UK, the threshold is set to 90% of the share capital or a class of shares (see sections 429 to 430B of Companies Act). In Germany, the threshold is set to 95 % of the share capital.Google Scholar

²⁶ Art 14.5.Google Scholar

²⁷ See above under squeeze out right.Google Scholar

²⁸ Art 3(b).Google Scholar

²⁹ For more details see Arts 6, 8 and 9 of the proposed Directive.Google Scholar

³⁰ Art 4 of the proposed Directive.Google Scholar

³¹ With regards to article 9 (neutrality rule), many Member States (e.g. UK, France, Italy, Spain) have that rule in their national law, while others like Germany and Netherlands do not have such a rule. Regarding art 11 (breakthrough rule) Sweden, Finland and Denmark for example have multiple voting shares, while others do not, many Member States have voting caps and some of them have ownership caps, such as Italy and the Netherlands. Germany has none of them. With the original proposal, the Commission wanted to introduce the neutrality rule on a mandatory basis and to have a breakthrough rule to eliminate barriers. However, the original proposal did not include multiple voting rights.Google Scholar