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House of Lords
Session 2002-03
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European Union Committee Publications

European Union - Twenty-Eighth Report

Here you can browse the report together with the Proceedings of the Committee. The published report was ordered by the House of Lords to be printed 24 June 2003.


CONTENTS

REPORT

CHAPTER 1: Introduction

CHAPTER 2: BACKGROUND TO PROPOSED DIRECTIVE AND SUMMARY OF ITS PROVISIONS

Brief history of the proposal

The High Level Group

The proposal in outline

The general principles

The supervisory authority

Protection of shareholders—mandatory bid, equitable price

Information and disclosure

Defensive measures

Breakthrough

Employee rights

Protection of minorities—"squeeze-out" and "sell-out" rights

Other rules relating to the conduct of bids

CHAPTER 3: ANALYSIS OF PROPOSED DIRECTIVE

The new proposal

The future of the Panel and the Code

Tactical litigation  

A minimum standards directive

Mandatory bid—minimum threshold

Mandatory bid—cash consideration  

Article 9—defensive measures

Split jurisdiction

The breakthrough/override procedure—golden shares

The breakthrough/override procedure—contractual arrangements

Multiple voting rights

Employee representation

Comitology

CHAPTER 4: CONCLUSIONS

Summary of detailed conclusions and recommendations

Recommendation

Appendix 1 Sub-Committee E (Law and Institutions)

Appendix 2 List of Witnesses

MINUTES OF EVIDENCE

Wednesday 12 February 2003

Wednesday 12 March 2003

ORAL EVIDENCE

Mr Philip Remnant, Director General, Takeover Panel, Mr Noel Hinton,    1

Deputy Director General, Takeover Panel; Mr Roderick Armitage, Head of Company Affairs, CBI

and Mr Michael Oliver, Chairman of CBI Companies Committee and Boots Company Secretary

Oral evidence, 12 February 2003

Supplementary written evidence dated February, March and May 2003

Miss Melanie Johnson MP, Parliamentary Under Secretary of State for Competition,    16

Consumers and Markets, Department of Trade and Industry

Oral evidence, 12 March 2003

Supplementary written evidence, 17 March 2003

Explanatory Memorandum, 8 May 2003

Supplementary letters dated 22 and 29 May 2003

NOTE: Pages of the Report and Appendices are numbered in bold type; pages of evidence are numbered in ordinary type. References in the text of the Report are as follows:

(Q) refers to a question in oral evidence

  1. refers to a page of the Report or Appendices or to a page of evidence



 
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