10.3 Third Party as a Source of Remuneration 355Member States”.^108 A takeover bid has been defined as “a public offer (other than
by the offeree company itself) made to the holders of the securities of a company
to acquire all or some of those securities, whether mandatory or voluntary, which
follows or has as its objective the acquisition of control of the offeree company in
accordance with national law”.^109 “Securities” in this context is defined as trans-
ferable securities carrying voting rights in a company.^110
General principles. Like the City Code on which it is largely based, the Take-
over Directive provides for general principles (see sections 19.9 and 17.2).
One of them is the principle of equivalent treatment of holders of securities of
an offeree company of the same class. The Directive does not provide for auto-
matic equal treatment of all shareholders or holders of all securities. Another im-
portant principle is the duty of the board of an offeree company to act in the inter-
ests of the company as a whole.^111
The principles are minimum requirements. Member States may lay down addi-
tional conditions and more stringent provisions for the regulation of bids.^112
Supervisory authority and applicable law. Before the Directive on takeover
bids, it was possible that the supervisory authorities of two or more Member States
had overlapping powers to supervise the same takeover bid. The Directive ensures
that only one supervisory authority supervises the bid in normal cases that involve
a target company which is registered in a Member State and whose securities are
admitted to trading on a regulated market in a Member State.^113
The supervisory authority will be determined by the location of the regulated
market on which the target’s securities are admitted to trading. The Directive con-
tains special rules on multiple listings. The Directive does not address the very
unusual case that there are more than one offeree companies (for the Eurotunnel
case, see section 5.11.6).
The Directive on takeover bids does not contain choice of law rules. For exam-
ple, each administrative authority will apply the law that governs its own activi-
ties. For a company registered in a Member State and having its central admini-
stration in that or another Member State, company law aspects will be governed
by the law of the country in which it is registered.
Information on the takeover bid. The Directive on takeover bids requires the
disclosure of information that enables shareholders to reach a properly informed
decision on the bid. The disclosure of information requires many steps.
First, the offeror must make its decision to make a bid public without delay and
inform the supervisory authority of the bid.^114
Second, the boards of the offeree company and of the offeror must inform their
respective employees of the bid as soon as the bid has been made public.^115
(^108) Article 1(1) of Directive 2004/25/EC (Directive on takeover bids).
(^109) Article 2(1)(a) of Directive 2004/25/EC (Directive on takeover bids).
(^110) Article 2(1)(e) of Directive 2004/25/EC (Directive on takeover bids).
(^111) Article 3(1) of Directive 2004/25/EC (Directive on takeover bids).
(^112) Article 3(2) of Directive 2004/25/EC (Directive on takeover bids).
(^113) Article 4 of Directive 2004/25/EC (Directive on takeover bids).
(^114) Article 6(1) of Directive 2004/25/EC (Directive on takeover bids).
(^115) Article 6(1) of Directive 2004/25/EC (Directive on takeover bids).