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The Thirteenth Directive EU on Takeover Bids Acceptance and Legal Harmonisation of Croatian Law

In spite of the fact that EU directive on takeover bids acceptance is a condition for an integrated capital market in the Union, takeover law establishing in the frame of the EU, as a company law's part, is a long time procedure. Because of the fact that proposed directive has been rejected afer lasting process, Member states decided to accept national laws that will prevent easy cross border takeover. After the proposal of 13th directive on takeover bids has been rejected, activities in the frame of the EU were continuing on establishing appropriate takeover rules. The omission of appropriate target company's management authorisation on undertaking defensive measures against hostile takeover and inappropriate shareholders' position are main defaults in the proposed directive. It will be necessary to include protection measures against hostile takeover in improvement proposed directive contents, especially protective procedue that is conductive and to accept appropriate measures by target company' shareholders. Among national laws that have been adopted in the time of discussing proposed EU directive 13th on takeover bids, special place has German Takeover Code and its authors estimate that this code consist rules which are insufficient in the proposed directive. In further activities on improving proposed directive 13th it will be necessary to analyse the opinion of establishmnt expert EU team and its last proposal. Takeover Law of the Republic of Croatia in the main part has accepted proposed directive 13th rules. Meanwhile, it is necessary to examine the need of Croatian rules on including defensive measures against takeover, similar as German Code rules. Maybe, it is in good time, before significant takeovers would be executed in Croatia, to supplement the Takeover Law with rules about measures that management and shareholders can execute in the case of hostile takeover. It is important for Croatia equally as for the EU member states to include instruments and to use them, until obligatory law harmonisation after the directive acceptance.

Takeover law; 13th directive; minority shaeholders protection public offer; hostile takeover; public bid; target company.

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