Takeovers and Incidental Protection of Minority Shareholders

Abstract

One of the features of takeover law is the protection of minority shareholders. This article examines the extent at which the protection of minority shareholders is an objective of EU law, comparing certain provisions in the Takeover Directive with their equivalent in English law. The arguments advanced in this article are threefold. First, English law offers better protection to minority shareholders than accorded under EU law. Second, that the protection accorded to minority shareholders under EU law is only incidental to the objective of facilitating the restructuring of companies. Third, that in seeking to achieve a restructuring of companies objective, both EU law and English law on takeovers trumps property rights of minority shareholders. The article draws a conclusion that the protection of minority shareholder in takeovers is about market fairness and not legal rights.