Commission launches high-level group on company law

A new high-level group was created in September 2001 by the European Commission with a brief to look into issues relating to company law, and notably takeover bids. The Commission is expected, on the basis of the group's recommendations, to formulate a new draft Directive on takeover bids, following the rejection of the previous proposal (which included employee information provisions) by the European Parliament.

On 4 September 2001, the European Commission announced that a new high-level group of company law experts had been set up in order to prepare a new proposal for a Directive relating to takeover bids and to define new priorities for the broader future development of company law in the European Union. This follows the European Parliament's rejection of the previous draft Directive on takeover bids on 4 July 2001(EU0107224N). This draft included provisions on the information of the workforce of companies subject to takeover bids, and their representatives (EU9911211F).

The new high-level group comprises seven members from a range of Member States, all of whom have competence in company law, and is chaired by Jaap Winter, a professor and legal advisor to the Dutch multinational Unilever. The group held its first meeting on 11 September and is concentrating first of all on issues connected with shareholders, such as: equal treatment of shareholders; what constitutes an equitable price to be paid to minority shareholders; and rights for majority shareholders to buy out minority shareholders. The group will deliver a first report by the end of 2001.

In a second phase, the group will provide recommendations for a 'modern regulatory European company law framework' which will be able to meet companies' needs in today's environment. It will also examine best practice in both the EU and the USA, and issues such as corporate governance and company restructuring. A final report will be delivered to the Commission by the middle of 2002. On the basis of this report, the Commission is expected to draw up a new proposal for a takeovers Directive, in addition to the development of priorities for the future development of company law in the EU.