It is a time where corporate governance rules, shareholders democracy, responsibilities of the management define a new frame for takeover bids. The increasing use of the technique of public tender offer should incite better analysis of the ways in which the principles of corporate governance apply in this precise case. The question raised is more and more important and complex as TOB’s have a transnational dimension: the companies must contend with differing regulations which reveal divergences. The concept of corporate governance in Europe, in particular in its application in the event of a takeover per way of a tender offer, lead to different conceptions regarding the role of management and stakeholders. Beyond an analysis of Tob’s regulations in each Member State after the EEC attempt to harmonize them (directive on Tob’s 21 April 2004), the author suggest that definitively the “heart” of management’s mission should be the protection of the interest of the company and encourage the European Union to promote a corporate social responsibility common frame to complete corporate governance orientations and financial market harmonization.
DE BEAUFORT, V. (2009). GOVERNANCE in the Age of TAKEOVER BIDS. Economica, 372 pages.