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Make It or Break It: The Break-Through Rule as a Break-Through for the European Takeover Directive?

2003

The break-through concept is the most recent idea to break the deadlock with respect to EU takeover legislation. As devised by the High-Level Group of Company Law Experts, chaired by the Dutch Jaap Winter, the break-through concept would do away with two of the most important types of impediments to takeovers within EU member states. The first part of the paper explores the break-through concept in some detail, particularly with respect to its premises, its two guiding principles - exclusive shareholder decisionmaking and proportionality, - and the justifications given by the Group for the proposed interventionist rules. The second part of the paper is dedicated to an analysis of the econom…