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What could be good corporate governance rules is a question to ask also during takeoverbids. Corporate governance should be linked with equity and coherence principles. The proposal of the 13th directive on takeoverbids does not fit with these objectives because of too numerous compromises. Articles 9 and 11 on neutralization of anti takeover devices are inspired by a vision of what a company essentially based on shareholder privileges is. But European parliament proposed to avoid application of these articles if Members-states choose to do it. Thus, this harmonization is not a complete one. In fact, a debate on what corporate governance is and what it implies during a TOB was avoided.
DE BEAUFORT, V. (2003). L’OPA à l’européenne, un dispositif bancal. Les Dernières Nouvelles d’Alsace.