FLP plays down City fears over Euro takeover code

The Financial Law Panel (FLP) this week dismissed concern that a proposed European directive will open the floodgates to legal action designed to thwart hostile takeover bids.

An EU Green Paper on takeovers suggests all member states have a similar takeover code and a designated agency to oversee bid battles. The objective is to harmonise takeover rules across the continent.

But the British Takeover Panel, a self-regulatory body established with the agreement of City institutions and companies, opposes the EU approach.

It fears the introduction of a code backed by EU statute will encourage companies defending takeovers to resort to the courts in an effort to block bids.

But FLP chief executive Colin Bamford said: “I honestly do not think the proposals will make a blind bit of difference. Recent court judgments in the UK indicate that judges are reluctant to get involved in commercial disputes and we do not think their stance will change if this directive is implemented.”

The FLP is sponsored jointly by the Corporation of London and the Bank of England and has subscribers drawn from a wide range of sectors in the UK financial services industry.

Critics of the directive argue that a statutory framework for takeovers will inevitably lead to legal tussles.

The takeover panel's Noel Hinton said: “Our legal advice highlights a number of concerns, including litigation, arising from this directive.”

But Bamford maintains the directive will not make any difference to takeover activity because of its generalist approach, designed to avoid disagreement between EU states.

In particular, he does not believe that the latest harmonisation proposals will help to facilitate cross-border mergers.

“Cultural and social differences will still prevent British companies from taking over foreign competitors.

“Take the example of Germany where many large companies are bid proof because state banks have major shareholdings,” he said.

But if harmonisation of EU company law eventually makes it easier for cross-border mergers, City law firms should benefit, suggested Bamford. This is because London tends to be the focus of Europe's expertise on mergers and acquisitions.