In July 2001, after 12 years of negotiation, the proposed Takeover Directive failed to get the necessary majority in the final vote in the European Parliament by the narrowest of margins. The MEPs who voted against the directive wanted target companies to have more flexibility to take defensive measures before a bid is announced in order to ensure a level playing field for bids. They also hoped to see greater consultation with employees affected by bids. The European Commission (EC) was very disappointed by the directive’s defeat and in September 2001 it asked a group of company law experts to help resolve the problematic issues.
Their report was published in January. Its main recommendations are set out below.
