A comparative study of takeover regulation in the UK and France
There has been a great deal of cross-border takeover activity in the EU over the past years. This is fortunate since the Commission views the increase of such activity and the ensuing restructuring of firms as vital to implement its aim of making Europe the most competitive economy by 2010. The Commission is concerned, however, by the fact that most Member States still have legal, cultural, or other structures, which either impede or reduce the occurrence of takeovers. The Commission is also concerned that the level of protection afforded to offeree shareholders in the context of takeovers differs from one Member State to another. Indeed, the offeree shareholders in some Member States enjoy a far better protection than their counterparts in other Member States. This thesis analyses these two aspects of takeover regulation from the point of view of the UK and France. The latter countries have had a significant impact upon the drafting of the Directive on takeover bids, as well as of numerous individual European countries' takeover regulations, due to their solid experience with national takeover regulation. It is therefore believed that the comparative analysis of the takeover regimes of these two jurisdictions will offer a better understanding of both the Directive on takeover bids and other European countries' takeover regulations. Such comparative analysis is further believed to offer an insight into how the level of growth of a particular market and the different ownership structures impact upon the rules governing takeovers. This thesis begins by explaining the regulatory framework of takeovers in the UK and France as well as the ownership structures prevailing in these two jurisdictions. It subsequently analyses in a comparative manner the role of the offeree management and the equality of shareholders in these two countries. This thesis concludes with the gradual convergence of takeover regulations in the UK and France and throughout Europe more generally.