Has the European Takeover Bids Directive reached its objectives? The cases of Finland, Germany and Spain

Abstract

Inspired in the common law tradition, the European Takeover Bids Directive (TBD) aimed to promote an efficient market for corporate control in Europe by facilitating competition among acquirers in EU economies while protecting the rights of minority shareholders of listed companies. After more than 15 years from its transposition into European national regulations, in this paper we investigate whether the main objectives of the Directive have been achieved in three European countries representing the three legal families included under the Civil law regime: Spain, as a country belonging to the French Civil law tradition, Finland, which belongs to the Nordic law tradition and, finally, Germany as a country representing Germanic Civil law tradition. To perform an in-depth analysis, we did not use a sample of takeovers, but a hand-collected database covering all takeovers launched in Finland and Spain over the period 2000–2019, and in Germany over 2002–2019. The results obtained in our analysis lead us to be sceptical about the clear achievement of the objectives intended by the Directive in the three countries analysed. Although more openness to European bidders seems to have been reached in Spain and Finland, there is no evidence of an increase in intra-European cross border takeovers following the TBD’s transposition in any of the countries analysed. Moreover, the premiums paid to minority shareholders (proxy for their higher protection) have remained unchanged in Germany and have been reduced in Spain and Finland.