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Journal articles (2004), International Journal of Disclosure and Governance, pp. 372-384

National Systems or European Harmonisation or Corporate Governance? Approach to the Consequences of the Application of Corporate Governance Principles During a Takeover Bid in the European Union

This paper tries to identify the different approaches on corporate governance in Europe and possible changes linked to the 13th directive proposal on takeover bids. After an explanation of what is corporate governance, the paper will expand on what it implies in different member-states particularly on the takeover bid topic. The EEC proposal on takeover bids is directly inspired by the assumption that the primary duty that directors must seek to fullfil is the creation of shareholder value. The text makes a choice: to eradicate companies' defences and requires neutralisation of directors. There is no possibility to act in the name of the "interest of the company" but the European Parliament added some important elements on this key issue. Finally, the European Commission must adopt an "enlightened" view of corporate governance to integrate alternative views of company governance is the best way to implement an integrated financial market coherent with the European social project.

DE BEAUFORT, V. (2004). National Systems or European Harmonisation or Corporate Governance? Approach to the Consequences of the Application of Corporate Governance Principles During a Takeover Bid in the European Union. International Journal of Disclosure and Governance, pp. 372-384.