26. 9. 90 Official Journal of the European Communities No C 240/7 
II 
(Preparatory Acts) 
COMMISSION 
Amended proposal for a thirteenth Council Directive on company law, concerning takeover and 
other general bids 
COM(90) 416 final — SYN 186 
(Submitted by the Commission on 14 September 1990 pursuant to Article 149(3) of the EEC 
Treaty) 
(90/C 240/09) 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
THE COUNCIL OF THE EUROPEAN COMMUNITIES, 
Having regard to the Treaty establishing the European 
Economic Community, and in particular Article 54 
thereof, 
Having regard to the proposal from the Commission, 
In cooperation with the European Parliament, 
Having regard to the opinion of the Economic and 
Social Committee, 
Whereas it is necessary to coordinate certain safeguards 
which Member States require of companies and firms 
within the meaning of the second paragraph of Article 58 
of the Treaty for the protection of members and others, 
in order to make such safeguards equivalent throughout 
the Community; 
Whereas it is necessary to protect the interests of the 
shareholders of public companies limited by shares when 
these are the subject of a takeover or other general bid; THE COUNCIL OF THE EUROPEAN COMMUNITIES, 
unchanged 
Having regard to the proposal from the Commission ('), 
In cooperation with the European Parliament (2), 
Having regard to the opinion of the Economic and 
Social Committee (3), 
unchanged 
Whereas it is necessary to protect the interests of the 
holders of the securities of companies governed by the 
law of a Member State when the securities of these 
companies, admitted to trading on a regulated market 
within the scope of this Directive, are the subject of a 
takeover or other general bid; 
O OJ No C 64, 14. 3. 1989, p. 8. 
O OJ No C 38, 19. 2. 1990, p. 41. 
(3) OJ No C 298, 27. 11. 1989, p. 56. 
No C 240/8 Official Journal of the European Communities 26. 9. 90 
ORIGINAL PROPOSAL 
Whereas shareholders who are in the same position 
should be treated equally; AMENDED PROPOSAL 
deleted 
Whereas this equality of treatment requires that the obli­
gation to make a bid is imposed on persons wishing to 
attain a certain level of participation in a company and in 
order to ensure the protection of minority shareholders 
and to avoid purely speculative partial bids, it is 
necessary to require that these persons make a bid for all 
the shares of that company; Whereas equality of treatment of holders of securities 
requires that persons wishing to attain a certain level of 
holdings in a company be obliged to make a bid; 
whereas in order to protect persons having minority 
holdings and avoid purely speculative partial bids, it is 
necessary to require that persons who have acquired a 
considerable holding make a bid for all the securities of 
the company; whereas, in order to attain greater flexi­
bility in the application of this provision, the Member 
States may provide for a series of exemptions from this 
obligation; 
Whereas each Member State should designate a super­
visory authority or authorities to ensure that parties to a 
takeover or other general bid fulfil their obligations; and 
whereas it is necessary to determine which authority has 
territorial jurisdiction in the case of cross-frontier bids 
and to provide for the mutual recognition of offer 
documents within the Community; whereas the different 
authorities must cooperate with one another and their 
present or former officers and servants should be bound 
to preserve confidentiality; unchanged 
Whereas in taking decisions applying the requirements of 
this Directive the supervisory authority should be guided 
by a set of principles directing it to seek to ensure that: 
(a) all holders of securities of an offeree company who 
are in the same position are treated equally; 
(b) the addressees of a bid have sufficient time and 
information to enable them to reach a properly 
informed decision on the bid; 
(c) the board of an offeree company acts in the interests 
of all the shareholders, and cannot frustrate the bid; 
(d) false markets are not created in the securities of the 
offeree company, of the offeror company, or of any 
other company concerned by the bid; 
(e) offeree companies are not hindered in the conduct of 
their affairs beyond a reasonable time by an offer for 
their securities; 
26. 9. 90 Official Journal of the European Communities No C 240/9 
ORIGINAL PROPOSAL 
Whereas to reduce the scope for insider dealing offerors 
should be required to announce their intention of 
launching a bid as soon as possible and to inform the 
supervisory authority and the offeree company's board 
of the precise terms of the bid before they are made 
public; AMENDED PROPOSAL 
unchanged 
Whereas to avoid operations which frustrate the bid it is 
necessary to limit the powers of the board of directors of 
the offeree company to engage in operations of an 
exceptional nature; unchanged 
Whereas to help ensure compliance with the obligations 
resulting from the Directive it should be compulsory for 
offerors to be represented by a person or credit 
institution licensed to deal on financial markets; unchanged 
Whereas the addressees of a takeover or other general 
bid should be properly informed of the terms of the bid 
by means of an offer document and, where the 
consideration offered includes securities, should be 
provided with certain additional information about the 
company issuing those securities; unchanged 
Whereas the offeror should be required to bring the 
offer document to the attention of all addressees of the 
bid and where the offer document contains insufficient 
information to clarify the real intentions of the offeror, 
the supervisory authority should be able either to forbid 
the publication of the offer document or to make the 
offeror publish a revised document; unchanged 
Whereas it is necessary to set a time limit for takeover unchanged 
bids; 
Whereas, in the interests of the offeree company and the 
addressees of the bid, it should be provided that once an 
offer document has been made public the bid may not be 
withdrawn except in certain specified circumstances; Whereas, in the interests of the offeree company and the 
addressees of the bid, it should be provided that once an 
offer document has been made public the bid may not be 
withdrawn or declared void except in certain limited 
cases; 
Whereas the board of the offeree company should be 
required to report in writing to its shareholders its view 
of the bid, and whereas, where the consideration offered 
in the bid includes securities for which at the time the 
bid is made no official stock exchange listing has been 
applied for, it should also be required to obtain and 
make available to all addressees of the bid an additional 
report by an independent expert; Whereas the board of the offeree company should be 
required to make public a written opinion addressed to 
holders of its securities, setting out its view of the bid; 
No C 240/10 Official Journal of the European Communities 26. 9. 90 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
Whereas offerors are entitled to revise their bids; 
whereas limits should be placed on that right in order to 
maintain an orderly market in the shares and it should be 
ensured that the addressees of the bid are informed in 
time; whereas it is necessary that the offeror draw up 
and make public a fresh document setting out the 
amendments to the original bid and whereas adressees 
who have already accepted the bid should be entitled to 
accept the revised bid; Whereas offerors are entitled to revise their bids; 
whereas it may be necessary to limit that right with a 
view to the proper operation of the offeree company and 
the maintenance of an orderly market and it should be 
ensured that the addressees of the bid are informed in 
time; whereas it is necessary that the offeror draw up 
and make public a fresh document setting out any 
amendments to the original bid; and whereas addressees 
who have already accepted the bid should be entitled to 
accept the revised bid; 
Whereas in order to ensure equal treatment of 
addressees of the bid, an acquisition by the offeror, or by 
certain persons associated with him, of shares which are 
the subject of the bid at a higher price than that laid 
down in the offer document or one of its revisons, must 
itself be considered as a revision; unchanged 
Whereas to be able to perform their functions satisfac­
torily, supervisory authorities need to be able to find out 
at any time how many acceptances have been received to 
date and whereas, from the time the intention to make a 
bid is announced by the offeror, any dealing in the 
securities concerned must be made public by any person 
already having a significant shareholding; Whereas to be able to perform their functions satisfac­
torily, supervisory authorities must at all times be able to 
require the parties to the bid to provide information on 
it; whereas after the offeror has announced his intention 
to make a bid certain transactions concerning the 
securities of the companies concerned by the bid must be 
notified to the supervisory authorities; 
Whereas the result of the bid must be made public and unchanged 
notified to the supervisory authority; 
Whereas taking into account the social policy of the 
Community, it is necessary that representatives of the 
employees of the offeree company be informed with 
regard to the bid and that they should receive all the 
documents concerning that bid; unchanged 
Whereas competing bids for the securities of a company 
are necessarily to the advantage of its shareholders; 
whereas all such bids should be subject to the same rules 
as the original bid and the original offeror should be 
entitled to withdraw his bid in such a case; Whereas competing bids for the securities of a company 
are necessarily to the advantage of the holders of its 
securities; whereas all such bids should be subject to the 
same rules as the original bid and the original offeror 
should be entitled to withdraw his bid in such a case; 
whereas addressees who have already accepted the initial 
bid must be able to accept the competing bid; 
Whereas this Directive does not until subsequent coordi­
nation affect the capacity of Member States to forbid a 
takeover or other general bid where the offeror is either 
a national or a company from a third country, in 
particular where Community nationals and companies do 
not benefit from reciprocal treatment as regards the 
acquisition of shares by means of such a bid in a 
company governed by the law of that third country. unchanged 
26. 9. 90 Official Journal of the European Communities No C 240/11 
ORIGINAL PROPOSAL 
HAS ADOPTED THIS DIRECTIVE: 
Article 1 
Scope 
The coordination measures prescribed by this Directive 
shall apply to the laws, regulations and administrative 
provisions of the Member States relating to takeover and 
other general bids addressed, on the same terms, to all 
holders of the securities, or the securities of a particular 
class or classes, of any of the following types of 
company: 
— in Germany: 
die Aktiengesellschaft, die Kommanditgesellschaft auf 
Aktien, 
— in Belgium: 
la societe anonyme / de naamloze vennootschap, la 
societe en commandite par actions / de comman-
ditaire vennootschap op aandelen, 
— in Denmark: 
aktieselskaber, kommanditaktieselskaber, 
— in Spain: 
la sociedad anonima, la sociedad en comandita por 
acciones; 
— in France: 
la societe anonyme, la societe en commandite par 
actions; 
— in Greece: 
T) av(bvi)|i,T| eiaipeta, n exEp6ppi)#UT| Kaxd \iexo%tq 
Etaipeta; 
— in Ireland: 
the public company, limited by shares; 
— in Italy: 
la societa per azioni, la societa in accomandita per 
azioni; 
— in Luxembourg: AMENDED PROPOSAL 
HAS ADOPTED THIS DIRECTIVE: 
Article 1 
Scope 
(1) The coordination measures prescribed by this 
Directive shall apply to the laws, regulations and admin­
istrative provisions of the Member States relating to 
takeover and other general bids for the securities of a 
company governed by the law of a Member State where 
these securities are admitted to trading on a market in 
one or more Member States which is regulated and 
supervised by authorithies recognized by public bodies, 
operates regularly and is accessible, directly or indirectly, 
to the public. 
(2) After a period of five years following the date 
referred to in Article 22 (2), the Commission shall submit 
to the Council a report on the extension of the scope of 
this Directive to some or to all companies governed by 
the law of a Member State whose securities are not 
accepted for trading on one of the markets referred to in 
paragraph 1 and, if appropriate, shall put forward a 
proposal to the Council to that end. 
la societe anonyme, al societe en commandite par 
actions; 
No C 240/12 Official Journal of the European Communities 26. 9. 90 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
— in the Netherlands: 
de naamloze vennootschap; 
— in Portugal: 
sociedade anonima, sociedade em comandita por 
accoes; 
— in the United Kingdom: 
the public company, limited by shares. 
Article 2 
Definitions 
1. For the purposes of this Directive, 'offeree 
company' shall mean a company whose securities are the 
subject of a takeover or other general bid (hereinafter 
referred to as 'a bid'). 
2. For the purposes of this Directive, 'offeror' shall 
mean any person or company including, where appro­
priate, the directors of the offeree company, who 
launches a bid in accordance with the obligation set out 
in Article 4 or on a voluntary basis. 
3. For the purposes of this Directive, 'securities' shall 
mean securities carrying voting rights in a company or 
which can be converted into securities carrying such 
rights. 
4. For the purposes of this Directive, 'parties to the 
bid' shall mean the offeror, the representative of the 
offeror within the meaning of Article 9, the directors of 
the offeror, if the latter is a company, the addressees of 
the bid and the directors of the offeree company. 
5. For the purposes of this Directive, 'persons acting 
in concert' shall mean persons who, pursuant to an 
agreement, cooperate with one another with the aim of 
acquiring the securities of a company. Article 2 
Definitions 
For the purposes of this Directive: 
— 'takeover or other general bid' ('bid') shall mean an 
offer made to the holders of the securities of a 
company to acquire all or part of these securities by 
payment in cash or in exchange for other securities, 
— 'offeree company' shall mean a company whose 
securities are the subject of a bid, 
— 'offeror' shall mean any natural person or legal entity 
in public or private law making a bid, 
— 'securities' shall mean transferable securities carrying 
voting rights in a company or conferring entitlement 
to obtain transferable securities carrying such rights, 
— 'parties to the bid' shall mean the offeror, the 
representative of the offeror within the meaning of 
Article 9, the directors of the offeror, if the latter is a 
company, the addressees of the bid and the directors 
of the offeree company, 
— 'persons acting in concert' shall mean persons who, 
through concerted practices or pursuant to an 
agreement, cooperate with one another in connection 
with a bid. 
26. 9. 90 Official Journal of the European Communities No C 240/13 
ORIGINAL PROPOSAL 
Article 3 
Equal treatment 
Shareholders who are in the same position shall be 
treated equally. 
Article 4 
Obligation to make a bid 
1. Any person aiming to acquire a number or 
percentage of securities, which, added to any existing 
holdings, gives him a percentage of the voting rights in a 
company which may not be fixed at more than 33 lA %, 
shall be obliged to make a bid to acquire all the securities 
of that company. 
2. To calculate the threshold referred to in paragraph 
1, the following must be added to the voting rights held 
by the offeror: 
(a) voting rights held by persons acting in their own 
name but on behalf of the offeror; 
(b) where appropriate, voting rights held by companies 
belonging with the offeror to the same group of 
undertakings within the meaning of Article 1 of 
Council Directive 83/349/EEC O; 
(c) voting rights held by persons acting in concert with 
the offeror; 
(d) where appropriate voting rigths by directors of the 
offeror company. 
(') OJ No L 193, 18. 7. 1983, p. 1 AMENDED PROPOSAL 
deleted 
Article 4 
Obligation to make a bid 
1. Any person ('the acquirer') who as a result of 
acquisition by himself or by a person referred to in 
paragraph 2 holds securities which added to any existing 
holdings give him a percentage of the voting rights in a 
company which may not be fixed at more than one-third 
of the voting rights existing at the date of acquisition 
shall be obliged to make a bid to acquire all the securities 
of the company. 
2. To calculate the threshold referred to in paragraph 
1, the following shall be added to the voting rights held 
by the acquirer: 
(a) voting rights held by other persons or entities in their 
own names but on behalf of the acquirer; 
(b) voting rights held by undertakings controlled by the 
acquirer within the meaning of Article 8 of Council 
Directive 88/627/EEC of 12 December 1988 on the 
information to be published when a major holding in 
a listed company is acquired or disposed of (*); 
(c) voting rights held by any other person acting in 
concert with the acquirer; 
(d) voting rights attached to securities held by the 
acquirer which are lodged by way of security, except 
where the holder of the security controls the voting 
rights and declares his intention of exercising them, 
in which case they shall be regarded as his voting 
rights. 
2a. To calculate the threshold referred to in 
paragraph 1, the voting rights held by the acquirer or by 
any of the other persons or entities referred to in 
subparagraphs (a) to (d) of paragraph 2 shall be deemed 
to include the voting rights attached to the following 
securities : 
(') OJ No L 348 17. 12. 1988, p. 62. 
No C 240/14 Official Journal of the European Communities 26. 9. 90 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
(a) securities in which they have the life interest; 
(b) securities which they are entitled to acquire, on their 
own initiative alone, under a formal agreement; 
(c) securities deposited with them carrying voting rights 
which they can exercise at their discretion in the 
absence of specific instructions from the holders. 
2b. Voting rights whose exercise is prevented by 
Article 22 of Council Directive 77/91/EEC of 13 
December 1976 on the formation of public limited 
liability companies and the maintenance and alteration of 
their capital (') shall not be taken into account in calcu­
lating the threshold referred to in paragraph 1. 
2c. Member States may make provision for exemption 
from the obligation laid down in paragraph 1 where: 
(a) the securities have been acquired by transmission 
without consideration; 
(b) the acquirer has undertaken to carry out a merger 
within the scope of Article 3 of Council Directive 
78/855/EEC of 9 October 1978 concerning mergers 
of public limited liability companies (2) with the 
company whose securities have been acquired; 
(c) the acquisition results from a division within the 
scope of Article 2 of Council Directive 82/891/EEC 
of 17 December 1982 concerning the division of 
public limited liability companies (3); 
(d) the acquirer acquires a percentage of the voting 
rights which exceeds the threshold referred to in 
paragraph 1, but not by more than 3 % of the total 
of these rights, and gives a written undertaking to 
transfer the securities necessary to come within the 
threshold within a period which may not exceed one 
year; 
(e) the company whose securities have been acquired is 
already controlled within the meaning of Article 8 of 
Council Directive 88/627/EEC by the acquirer or by 
another undertaking controlling the acquirer or 
controlled by him within the meaning of that Article; 
0) OJ No L 26, 31. 1. 1977, p. 1. 
(2) OJ No L 295, 20. 10. 1978, p. 36. 
(3) OJ No L 378, 31. 12. 1982, p. 47. 
26. 9. 90 Official Journal of the European Communities No C 240/15 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
(f) the company whose securities have been acquired is 
already controlled within the meaning of Article 8 of 
Council Directive 88/627/EEC by a shareholder or 
jointly by a number of shareholders who give a 
written undertaking not to transfer their securities to 
the acquirer on the conditions he offers; 
(g) the securities have been acquired following an 
increase in the subscribed capital and the acquirer 
has exercised his right of pre-emption in accordance 
with Article 29 of Council Directive 77/91/EEC. 
3. The supervisory authority may grant exemptions to 
the rule laid down in paragraph 1, giving reasons for its 
decision and adopting all measures necessary to ensure 
equal treatment of all shareholders. 3. The supervisory authority may grant exemption 
from the obligation laid down in paragraph 1, giving 
reasons, in cases other than those specified in the 
foregoing paragraph. 
Article 5 
Exemptions on the basis of size of the offeree company 
Article 4 shall not apply: deleted 
(a) where the securities of the offeree company have not 
been admitted to official stock exchange listing or 
have not been the subject of a request for such 
admission at the moment when the bid is announced 
in accordance with Article 7; and 
(b) where the offeree company, or, where appropriate, 
the group of undertakings within the meaning of 
Article 1 of Directive 83/349/EEC to which the 
company belongs, do not exceed, at the 
balance-sheet date, the amounts of two of the three 
criteria laid down in Article 27 of Council Directive 
78/660/EEC (1). 
Article 6 
Supervisory authority 
1. Member States shall designate the authority or 
authorities which must discharge the functions 
specified in this Directive. The authorities thus 
designated may delegate all or part of their powers 
to other authorities or to associations or private 
bodies. Member States shall inform the Commission 
of these designations and of any delegation of 
powers and shall specify all divisions of functions 
that may be made. Article 6 
Supervisory authority 
1. unchanged 
O OJ No L 222, 14. 8. 1978, p. 11. 
No C 240/16 Official Journal of the European Communities 26. 9. 90 
ORIGINAL PROPOSAL 
2. The authorities and, where appropriate, the associ­
ations or private bodies referred to in paragraph 1 must 
have all the necessary powers to ensure that this 
Directive is put into effect and, in any case, either the 
power to forbid the publication of an offer document 
which is incomplete by reference to the requirements of 
this Directive or the power to oblige the offeror to 
correct an inadequate offer document and to make it 
public by the means set out in Article 11 (1). 
3. The authority competent for supervising the 
drawing-up and publication of the offer document shall 
be that of the Member State in which the offeree 
company has its registered office. Where the bid is made 
in several Member States simultaneously, the offer 
document as prepared under the supervision of the 
national authority responsible shall be accepted in the 
other Member States, without their supervisory auth­
orities having the right to require the inclusion of any 
additional particulars in the document. 
4. After an offer document has been made public in 
accordance with Article 11 (1), the competent authorities 
of the Member States shall give each other any 
cooperation required for the performance of their duties 
and for this purpose shall supply each other with any 
information that may be necessary. 
5. All present or former officers or servants of super­
visory authorities shall be bound by the rules of 
professional secrecy. Information that has come to their 
knowledge in the course of performing their professional 
duties shall not be disclosed to any person or body not 
legally entitled to receive it. AMENDED PROPOSAL 
2. The supervisory authorities, and, where appro­
priate, the associations or private bodies referred to in 
paragraph 1, shall have all the powers necessary for the 
exercise of their functions, which shall include responsi­
bility for ensuring that the parties to a bid comply with 
their obligations under this Directive. The authorities' 
powers shall include either the power to forbid the publi­
cation of an offer document which is incomplete by 
reference to the requirements of this Directive or the 
power to oblige the offeror to correct an inadequate 
offer document and to make it public in accordance with 
Article 11 (1). 
2a. If a Member State requires the offer document to 
be approved by the supervisory authority prior to publi­
cation, the authority shall have a maximum period of 
three working days from lodging of the document within 
which to grant or withhold approval. If the authority 
fails to take a decision within that period approval shall 
be deemed to be granted. 
3. The authority competent for supervising the 
drawing-up and publication of the offer document shall 
be that of the Member State in which the offeree 
company has its registered office if the securities of the 
company are admitted to trading on a regulated market 
in that Member State. Otherwise the competent 
authority shall be that of the Member State on whose 
regulated market the securities of the company were first 
admitted to trading. If the document so drawn up has 
received prior approval it shall be accepted by the other 
Member States, whose supervisory authorities may not 
require the inclusion of any additional particulars. 
4. The competent authorities of the Member States 
shall cooperate notwithstanding paragraph 5, in so far as 
necessary for the performance of their duties and for this 
purpose shall supply each other with any information 
that may be necessary. 
5. (a) Each Member State shall provide that all present 
or former officers or servants of supervisory auth­
orities shall be bound by the rules of professional 
secrecy. Information covered by professional 
secrecy shall not be disclosed to any person or 
authority not legally entitled to receive it. 
(b) Without prejudice to their obligations in judicial 
proceedings in criminal matters, the supervisory 
authorities in receipt of the information referred 
to in paragraph 4 may use such information only 
for the discharge of their functions under 
paragraph 1 and in connection with administrative 
or legal proceedings specifically relating to the 
discharge of their functions. 
26. 9. 90 Official Journal of the European Communities No C 240/17 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
Nevertheless, if the supervisory authority which 
has supplied information consents, the recipient 
supervisory authority may make use of the infor­
mation for other purposes or transmit it to the 
supervisory authorities of other states. 
6. This Directive shall not affect the legislation of 
Member States concerning the liability of competent 
authorities. 6. unchanged 
Article 6a 
Principles applicable to the discharge of the functions of 
the supervisory authority 
In discharging the functions referred to in Article 6 (2) 
and in granting exemptions pursuant to Articles 4 (3), 
8 (1) (b), 10 (5), 11 (1), 12 (2), 13 (1) (e) and (f), 15 (5) 
and 20 (3), the supervisory authority shall seek to ensure 
that: 
(a) all holders of securities of an offeree company who 
are in the same position are treated equally; 
(b) the addressees of a bid have sufficient time and 
information to enable them to reach a properly 
informed decision on the bid; 
(c) the board of an offeree company acts in the interests 
of all the shareholders, and cannot frustrate the bid; 
(d) false markets are not created in the securities of the 
offeree company, of the offeror company, or of any 
other company concerned by the bid; 
(e) offeree companies are not hindered in the conduct of 
their affairs beyond a reasonable time by a bid for 
their securities. 
Article 7 
Procedure prior to publication of the offer document 
1. As soon as it decides to make a bid, the offeror 
shall make public its intention of doing so by one of the 
means provided for in Article 11 (1). It shall inform the 
competent supervisory authority accordingly. Article 7 
Procedure prior to publication of the offer document 
1. As soon as he decides to make a bid, the offeror 
shall inform the competent supervisory authority and the 
board of the offeree company and then make his 
decision public in accordance with Article 11 (1) (a). 
No C 240/18 Official Journal of the European Communities 26. 9. 90 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
2. The offeror shall then immediately draw up an 
offer document in accordance with Article 10 and make 
it public in accordance with Article 11 (1). 2. The offeror shall then immediately draw up an 
offer document in accordance with Article 10 and make 
it public, accompanied where appropriate by the other 
documents referred to in that Article, in accordance with 
Article 11 (1). 
3. Before the offer document is made public, the 
offeror shall communicate it to the competent super­
visory authority and to the board of the offeree 
company. 3. Before the offer document is made public, the 
offeror shall communicate it to the supervisory authority, 
which shall exercise the powers referred to in Article 6 
(2) where appropriate, and to the board of the offeree 
company. 
Article 8 
Restriction of the powers of the board of the offeree 
company 
After receiving the information referred to in Article 7 
(1) and until the expiry of the period for accepting the 
bid, the board of the offeree company shall not, without 
the authorization of the general meeting of shareholders, 
decide: Article 8 
Restriction of the powers of the board of the offeree 
company 
1. After receiving the information referred to in 
Article 7 (1) and until the result of the bid is made 
public, the board of the offeree company shall not, 
without obtaining the authorization of the general 
meeting of shareholders within the period for 
acceptance, decide: 
(a) to issue securities carrying voting rights or which 
may be converted into such securities: (a) to issue securities within the meaning of the fourth 
indent in Article 2; 
(b) to engage in transactions which do not have the 
character of current operations concluded under 
normal conditions unless the competent supervisory 
authority has authorized them, giving its reasons for 
such authorization. (b) to engage in transactions which would have the 
effect of altering significantly the assets or liabilities 
of the company or resulting in the company entering 
into commitments without consideration, unless the 
supervisory authority authorizes such transactions, 
giving reasons; 
(c) to have the company acquire its own shares, as 
provided for in Article 19 (1) (a) and (2) of Council 
Directive 77/91/EEC. 
2. The board of the offeree company may call a 
general meeting of shareholders before the expiry of the 
period for acceptance referred to in the foregoing 
paragraph. 
Article 9 
Representative of the offeror 
The offeror shall be represented either by a qualified 
person authorized to deal on the Community financial 
markets or by a credit institution authorized within the 
Community. unchanged Article 9 
Representative of the offeror 
26. 9. 90 Official Journal of the European Communities No C 240/19 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
Article 10 
Offer document 
1. The offeror shall draw up an offer document in 
respect of the bid stating at least: Article 10 
Offer document 
1. The offeror shall draw up an offer document 
containing the information necessary to enable the 
addressees to reach a properly informed decision on the 
bid and stating at least: 
(a) the type, name and registered office of the offeree (a) unchanged 
company 
(b) the name and address of the offeror or, where the 
offeror is a company, the type, name and registered 
office of that company; (b) unchanged 
(c) the name and address or, where appropriate, name 
and registered office of the representative of the 
offeror referred to in Article 9; (c) unchanged 
(ca) the persons responsible for the offer document, and 
their names and positions, together with a 
declaration that to the best of their knowledge and 
belief the particulars contained in the offer 
document are correct and that no material fact has 
been omitted from the document; 
(d) the securities or class or classes of securities for (d) unchanged 
which the bid is made; 
(da) the maximum and minimum percentages or quan­
tities of securities which the offeror undertakes to 
acquire; 
(e) the securities, or the securities of the relevant class 
or classes, already held by: (e) the securities, or the securities of the relevant class 
or classes, already held by: 
(aa) the offeror; (aa) the offeror; 
(bb) other persons for the account of the offeror; (bb) other persons or entities acting in their own 
name but on behalf of the offeror; 
No C 240/20 Official Journal of the European Communities 26. 9. 90 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
(cc) companies belonging with the offeror to the 
same group of undertakings within the 
meaning of Article 1 of Directive 
83/349/EEC; (cc) undertakings controlled by the offeror within 
the meaning of Article 8 of Council Directive 
88/627/EEC; 
(dd) persons acting in concert with the offeror; (dd) any other person acting in concert with the 
offeror; 
(ee) where the offeror is a company, its directors; (ee) the offeror or one of the other persons or 
entities referred to in points (bb) to (dd) if the 
securities have been lodged by way of security, 
except where the holder of the security 
controls the voting rights and declares his 
intention of exercising them, in which case the 
securities shall be regarded as his securities; 
and the voting rights attached to those 
securities and the date and the price at which 
they were acquired; and the voting rights attached to those 
securities, and the date and price of any 
acquisition or disposal of such securities within 
the 12 months preceding the public 
announcement required by Article 7 (1) and 
until the offer document is made public; 
the securities held by the offeror or by any of 
the other persons or entities referred to in 
points (bb) to (dd) shall be deemed to include: 
— securities in which they have the life 
interest, 
securities which they are entitled to 
acquire, on their own initiative alone, 
under a formal agreement, 
securities deposited with them carrying 
voting rights which they can exercise at 
their discretion in the absence of specific 
instructions from the holders; 
(f) where the offeror is a company, the securities, or 
the securities of a particular class or classes, of the 
offeror held by the offeree company, and the voting 
rights attached to them and the date and the price 
at which they were acquired; (f) where the offeror is a company, the securities or 
the securities of a particular class or classes of the 
offeror held by the offeree company or by other 
persons on behalf of the offeree company and the 
voting rights attached to them so far as the offeror 
is aware of them; 
(g) the consideration offered for each security and the 
basis of the valuation used in determining it and, in 
the case of a cash consideration, the guarantees 
provided by the offeror regarding payment of that 
consideration, and, where appropriate, a statement 
concerning any future indebtedness of the offeree 
company to finance the bid; (g) the consideration offered for each security or class 
of securities and the basis of the valuation used in 
determining it, with particulars of the way in which 
that consideration is to be given, and 
— where the consideration comprises cash, the 
steps that have been or will be taken with a view 
to payment. 
26. 9. 90 Official Journal of the European Communities No C 240/21 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
— where the consideration comprises securities, 
particulars establishing that the offeror has these 
securities at his disposal or, where appropriate, 
an undertaking to call a general meeting of the 
offeror's shareholders in order that they may 
authorize the issue of the securities in question; 
(h) where the consideration comprises securities, the 
date from which those securities will entitle their 
holders to a share in the profits and any special 
conditions affecting that entitlement; 
(i) any conditions authorized by the competent super­
visory authority which the offeror places on the 
bid; 
(j) the latest date on which the bid may be accepted, 
(k) the steps to be taken by the addressees of the bid in 
order to signify their acceptance and to receive the 
consideration for the securities which they transfer 
to the offeror; 
(1) the intentions of the offeror, explicitly expressed, 
regarding the continuation of the business of the 
offeree company, including the use of its assets, the 
composition of its board and its employees; (ga) a statement concerning any future indebtedness of 
the offeror and, where appropriate, of the offeree, 
to finance the bid; 
(h) where the consideration comprises securities, the 
date from which they will entitle their holders to a 
share in dividends or interest and any special 
conditions affecting that entitlement; 
(i) any condition beyond the offeror's control and 
authorized by the supervisory authority, on which 
the bid is dependent; 
(ia) the cases in which the bid may be withdrawn or 
declared void in accordance with Article 13; 
(j) the beginning and the end of the period during 
which the bid may validly be accepted; 
(k) unchanged 
(1) the objectives of the offeror in making the bid and 
his intentions towards the offeree company if the 
bid succeeds, in particular regarding the use of its 
assets, the continuation of its business, the location 
where the offeror will establish the registered office 
of the offeree company, any restructuring of the 
offeree company and of companies controlled by it 
within the meaning of Article 8 of Council 
Directive 88/627/EEC, the continuation in office 
of members of the board of the offeree company, 
employment policy in the offeree company and 
companies controlled by it within the meaning of 
the said Article 8: and any special arrangements 
concerning employees' rights of participation which 
the offeror intends to maintain or to introduce, any 
amendments to the statutes or instrument of incor­
poration of the offeree company, any measures 
concerning the listing of the securities of the offeree 
company and any policy on return on capital; 
No C 240/22 Official Journal of the European Communities 26. 9. 90 
ORIGINAL PROPOSAL 
(m) any special advantages which the offeror intends to 
grant to the directors of the offeree company; 
(n) all agreements concerning the exercise of the voting 
rights attached to the securities of the offeree 
company. 
2. In addition, the offer document shall identify: 
(a) any person for whose account the offeror is acting; 
(b) any companies belonging with the offeror to the 
same group of undertakings within the meaning of 
Article 1 of Directive 83/349/EEC; 
(c) any person acting in concert with the offeror. 
3. Where the consideration offered includes newly 
issued securities for which at the time of the bid an 
official stock exchange listing has been applied for, 
the offer document shall be accompanied by the 
listing particulars required by Council Directive 
80/390/EEC 0). 
4. Where the consideration offered includes securities 
for which at the time of the bid no official stock 
exchange listing has been applied for, the offer document 
shall contain all the facts necessary to enable the 
addressees of the bid to form an informed judgment as 
to the assets and liabilities, financial position, record and 
prospects of the issuer. 
(*) OJ No L 100, 17. 4. 1980, p. 1. AMENDED PROPOSAL 
(m) unchanged 
(n) all agreements to which the offeror is a party or of 
which he is aware concerning the bid or the exercise 
of the voting rights attached to the securities of the 
offeree company. 
2. In addition, the offer document shall identify the 
persons or entities referred to in paragraph 1 (e) (bb) to 
(ee). 
2a. If the offeror is acting in his own name but on 
behalf of another person or entity, the information 
referred to in paragraphs 1 and 2 shall relate to that 
person or entity and not to the offeror. 
3. Where the consideration comprises securities which 
have been admitted to official listing on a stock 
exchange situated or operating within a Member State in 
the 12 months preceding the public announcement 
required by Article 7 (1) the offer document shall be 
accompanied by listing particulars drawn up in 
accordance with Council Directive 80/390/EEC of 17 
March 1980 on the listing particulars to be published for 
the admission of securities to official stock exchange 
listing 0). 
4. Where the consideration comprises securities other 
than those referred to in paragraph 3, the offer 
document shall contain all the information equivalent to 
that contained in the listing particulars referred to in 
paragraph 3 enabling the offerees to form an informed 
judgment as to the assets and liabilities, financial 
position, record and prospects of the issuer. 
(') OJ No L 100, 17. 4. 1980, p. 1. 
26. 9. 90 Official Journal of the European Communities No C 240/23 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
5. The supervisory authority may require the inclusion 
in the offer document of additional information. Where 
an item of information cannot be obtained in time or 
without excessive cost, or is not considered necessary for 
the protection of the shareholders or employees of the 
offeree company, the supervisory authority may exempt 
the offeror from the obligation to make it public giving 
reasons. 
Article 11 
Publication of the offer document 
1. The offer document and, where appropriate, the 
documents required by Article 10 (3) or (4) shall be 
either: Article 11 
Forms of disclosure 
1. Without prejudice to Article 7(1), where this 
Directive requires that a document or information be 
made public, the Member States shall select not less than 
one of the forms of disclosure set out below: 
(a) published in full in one or more national or mass-
circulation newspapers and in the national gazette 
designated under Article 3 (4) of Council Directive 
68/151/EECO;or (a) publication in one or more national or mass-circu­
lation newspapers or in the national gazette 
designated under Article 3 (4) of Council Directive 
68/151/EEC of 9 March 1968 on disclosure 
requirements (*), or by other means affording wide 
circulation of the information and approved by the 
supervisory authority; 
(b) made available to the addressees of the bid at 
addresses announced in notices in the newspapers 
and the gazette referred to at (a) or by equivalent 
means approved by the competent supervisory 
authority; or (b) making available to the adressees of the bid at 
addresses announced in notices in the newspapers 
and the gazette referred to at (a) or by equivalent 
means approved by the supervisory authority; 
(c) where all the securities comprised in the bid are 
registered, circulated to all addressees of the bid. (c) circulation to all the addressees of the bid, where all 
the securities which are the subject of the bid are 
registered. 
la. Where the securities of the offeree company are 
admitted to trading on the market of Member States 
other than the State in which the company has its 
registered office, disclosure shall take place in each 
Member State in accordance with the law in force in that 
state. In that case, the offer document may be made 
public at a later date in these Member States than in the 
Member State where the offeree company has its 
registered office, provided that, taking account of the 
period for acceptance fixed in the offer document, the 
addressees of the bid in these Member States have 
sufficient time to reach a properly informed decision on 
the bid. 
O OJ No L 65, 14. 3. 1968, p. 8. (') OJ No L 65, 14. 3. 1968, p. 8. 
No C 240/24 Official Journal of the European Communities 26. 9. 90 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
2. The offer document and, where appropriate, the 
documents referred to in Article 10 (3) and (4) shall also 
be filed with the competent supervisory authority. 2. The Member States shall take appropriate measures 
to ensure that documents and information made public 
in accordance with paragraph 1 are communicated to the 
supervisory authority. 
Article 12 
Period for acceptance 
1. The period for accepting the bid indicated in the 
offer document in accordance with Article 10 (1) (j) may 
not be less than four weeks or more than 10 weeks from 
the date of publication of the document in accordance 
with Article 11 (1). Article 12 
Period for acceptance 
1. Member States shall provide that the period for 
acceptance of the bid to be specified by the offeror in the 
offer document in accordance with Article 10 (1) (j) may 
not be less than four weeks or more than 10 weeks from 
the date on which the document is made public in 
accordance with Article 11 (1). 
2. The period may not be modified without the auth­
orization of the supervisory authority, giving its reasons, 
without prejudice to Article 20. 2. Without prejudice to Articles 15 (2) and 20 (4), the 
period may not be modified without the authorization of 
the supervisory authority, giving its reasons. 
Article 13 
Withdrawal of bids 
1. Once a bid has been made public by the means 
provided for in Article 11 (1), it may be withdrawn only 
in the following circumstances: Article 13 
Withdrawal or nullity of the bid 
1. When a bid has been made public in accordance 
with Article 11 (1), it may be withdrawn or declared void 
onlv in die following circumstances: 
(a) where there are competing bids and the offeror 
decides to withdraw his bid in accordance with 
Article 20 (4); (a) unchanged 
(b) in a bid in which new securities are offered in 
exchange for the securities bid for, where the 
approval of the general meeting of the offeror 
company is not obtained for the issue of the new 
securities; (b) unchanged 
(c) in a bid in which securities are offered in exchange 
for the securities bid for, where the securities fail to 
obtain an official stock exchange listing as the 
offeror intended; (c) unchanged 
(d) where the necessary judicial or administrative auth­
orization is not obtained for the acquisition of the 
securities for which the bid is made, and in particular 
in the event of lack of authorization of the 
acquisition by the merger control authorities; (d) where the necessary judicial or administrative auth­
orization for the acquisition of the securities for 
which the bid is made is refused or is not obtained, 
in particular if the operation is not authorized by the 
merger control authorities; 
26. 9. 90 Official Journal of the European Communities No C 240/25 
ORIGINAL PROPOSAL 
(e) where a condition of the bid announced in the offer 
document in accordance with Article 10 (1) (i) and 
approved by the competent supervisory authority is 
not fulfilled AMENDED PROPOSAL 
(e) unchanged 
(f) in exceptional circumstances and with the auth­
orization of the supervisory authority, giving 
reasons, where the bid cannot be put into effect for 
reasons beyond the control of the parties to the bid. (f) unchanged 
2. The withdrawal of the bid shall be made public by 
the means provided for in Article 11 (1) and 
communicated to the competent supervisory authority. 2. The fact that the bid has been withdrawn or 
declared void shall be made public in accordance with 
Article 11 (1). 
Article 14 
Report of board of offeree company 
1. The board of the offeree company shall draw up a 
detailed report giving its views on the bid and setting out 
the arguments for and against acceptance. The report 
shall state whether the board is in agreement with the 
offeror on the bid and specify any agreements on the 
exercice of the voting rights attached to the securities of 
the offeree company. Article 14 
Opinion of board of offeree company 
1. The board of the offeree company shall draw up a 
document setting out its opinion, together with the 
reasons on which it is based, on the bid and on any 
revisions of it. The document shall specify as a minimum: 
(a) whether the board of the offeree company is in 
agreement with the offeror on the bid and any 
agreements on the exercise of the voting rights 
attached to the securities of the offeree company, so 
far as the board is aware of them; 
(b) whether the members of the board of the offeree 
company who hold securities in it themselves intend 
to accept the bid. 
2. Where the consideration offered comprises 
securities for which at the time of the bid no official 
stock exchange listing has been applied for, the board's 
report shall be accompanied by the report of an expert 
independent of the parties to the bid appointed or 
approved by the competent supervisory authority. This 
report shall in all cases state whether, in the expert's 
opinion, the consideration offered is fair and reasonable 
and shall give the expert's views on the basis of valuation 
used to determine the consideration. deleted 
No C 240/26 Official Journal of the European Communities 26. 9. 90 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
3. The reports shall, in good time before the expiry of 
the period for acceptance, be made public by the means 
provided for in Article 11 (1) and filed with the 
competent supervisory authority. 3. In good time before the expiry of the period for 
acceptance of the bid, the document referred to in 
paragraph 1 shall be made public in accordance with 
Article 11 (1). The failure of the board of the offeree 
company to fulfil its obligation to draw up the document 
referred to in paragraph 1 in good time shall not have 
any suspensory effect concerning the bid. 
4. Where the board of the offeree company is in 
agreement with the offeror, the board's report, ac­
companied, where appropriate, by the expert's report as 
referred to in paragraph 2, may be attached to the offer 
document provided for in Article 10. deleted 
5. The provisions of this Article shall also apply to 
revisions of the bid and to competing bids. deleted 
Article 15 
Revision of bids 
1. At any time before the last week of the period for 
acceptance announced in accordance with Article 
10 (1) (j), the offeror may revise the terms of the bid. 
Article 7 (1) shall apply as regards the public 
announcement of the offeror's intention to revise the bid. Article 15 
Revision of bids 
1. At any time before the last week of the period for 
acceptance announced in accordance with Article 
10 (1) (j), the offeror may revise the terms of the bid. 
Article 7 (1) and (3) shall apply to the public 
announcement of the offeror's intention to revise the bid. 
2. Where a bid is revised, the previous period for 
acceptance shall be automatically extended by one week. 2. unchanged 
2a. The Member States may take appropriate steps to 
ensure that any successive revisions of the bid do not 
improperly impede the operation of the offeree company 
and of the market. 
3. The offeror shall draw up a document setting out 
the amendments to the offer document and making it 
public by the means provided for in Article 11 (1). 3. The offeror shall draw up a document setting out 
the amendments to the offer document and make it 
public in accordance with Article 11 (1) in good time 
before the expiry of the period for acceptance of the bid. 
4. Member States shall ensure that persons who have 
already accepted the previous bid by the offeror may 
accept the revised bid. 4. unchanged 
26. 9. 90 Official Journal of the European Communities No C 240/27 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
5. The periods provided for in paragraphs 1 and 2 
may be modified with the authorization of the competent 
supervisory authority, which must set out the reasons on 
which it is based. 5. unchanged 
Article 16 
Automatic revision 
The acquisition by the offeror, by persons acting in 
concert with him or by persons acting in their own name 
but on behalf of the offeror, during the acceptance 
period, of securities in respect of which the bid is made 
at a price higher than that established in the offer 
document or one of its revisions, will itself be considered 
as a revision of the bid and have the effect of increasing 
the consideration offered to those who have accepted 
previously. Article 16 
Automatic revision 
Where after the public announcement required by Article 
7 (1), until the end of the period for acceptance, the 
offeror, other persons or entities acting in their own 
name but on behalf of the offeror, undertakings 
controlled by the offeror within the meaning of Council 
Directive 88/627/EEC, or any other person acting in 
concert with the offeror, acquires securities which are 
the subject of the bid on more favourable conditions 
than those in the offer document, or any revisions 
thereof, the Member States shall ensure that the 
addressees of the bid qualify for the more favourable 
conditions. 
Article 17 
Provision of information to the supervisory authority 
1. Throughout the period for acceptance of the bid 
the offeror shall provide the competent supervisory 
authority at any time on request with information as to 
the number of acceptances received to date. Article 17 
Provision of information to the supervisory authority 
1. Throughout the period for acceptance of the bid, 
all parties to the bid shall provide the supervisory 
authority at any time on request with all information in 
their possession concerning the bid and necessary to the 
discharge of the functions of the authority. 
2. From the time a bid is publicly announced in 
accordance with Article 7 (1), the offeror or any holder 
of 1 % or more of the voting rights of the offeree 
company, of the offeror company if the offeror is a 
company, or of any other company whose securities are 
offered by way of consideration, shall declare to the 
competent supervisory authority all acquisitions of 
securities of the said companies by the offeror or the 
holder, persons acting in concert with them or persons 
acting in their own name but for their account, and the 
purchase price of such securities. 2. From the time a bid is publicly announced in 
accordance with Article 7 (1) until the end of the period 
for acceptance of the bid: 
— the offeror or any person or entity holding 5 % or 
more of the voting rights of the offeree company, or 
where appropriate the offeror company, or any other 
company whose securities are offered as 
consideration, shall immediately inform the super­
visory authority of all acquisitions of securities of 
these companies by the offeror or the holder, other 
persons or entities acting in their own name but on 
behalf of the offeror or the holder, undertakings 
controlled by them within the meaning of Article 8 of 
Council Directive 88/627/EEC, or any other person 
acting in concert with them, and of the price of these 
securities, and of any voting rights already held in 
the company in question, 
No C 240/28 Official Journal of the European Communities 26. 9. 90 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
any person or entity acquiring 0,5 % or more of the 
voting rights of the offeree company, or where 
appropriate, the offeror, or where appropriate any 
other company whose securities are offered as 
consideration, shall immediately inform the 
competent supervisory authority of that acquisition 
and of any subsequent acquisitions of the securities of 
these companies by him, other persons or entities 
acting in their own name but on his behalf, 
companies controlled by him within the meaning of 
Article 8 of Council Directive 88/627/EEC, or any 
other person acting in concert with him, of the price 
of these securities, and of any voting rights be 
already holds in the company in question. 
Article 18 
Publication of result of bid 
Once the period for acceptance has expired, the result of 
the bid shall be made public by the means provided for 
in Article 11 (1) and shall be communicated to the 
competent supervisory authority by the offeror. Article 18 
Disclosure of result of bid 
On the expiry of the period for acceptance, the result of 
the bid shall be made public immediately in accordance 
with Article 11 (1). 
Article 19 
Information for representatives of employees of the 
target company 
The board of the offeree company, shall communicate to 
its workers' representatives, as designated by national 
legislation or customary practice in Member States, the 
offer document and, where appropriate, the documents 
referred to in Article 10 (3) and (4), as well as its own 
report as referred to in Article 14 and, if appropriate, the 
expert's report as referred to in Article 14 (2). Article 19 
Information for representatives of employees of the 
offeree company 
1. The board of the offeree company shall 
communicate to its employees' representatives, as 
designated by national legislation or customary practice 
in the Member States, the offer document and, where 
appropriate, the documents referred to in Article 10 (3) 
and (4), the opinion required by Article 14 (1) and all 
documents or information made public in accordance 
with Article 11 (1) concerning the revision, withdrawal 
and result of the bid. 
2. Such documents or information shall be 
communicated immediately after they are made public in 
accordance with Article 11 (1). 
Article 20 
Competing bids 
1. Where competing bids are made for the securities 
of the offeree company, this Directive shall apply to each 
such bid. Article 20 
Competing bids 
1. unchanged 
2. Competing bids shall be publicly announced in 
accordance with Article 7 (1). The offeror shall draw up 
an offer document in accordance with Article 10 and 
shall make it public by the means provided for in Article 
11 (1) before the period for acceptance of the initial bid 
expires. 2. deleted 
26. 9. 90 Official Journal of the European Communities No C 240/29 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
3. Except with the authorization of the competent 
supervisory authority, which must set out the reasons on 
which it is based, persons acting in concert with the 
offeror or acting in their own name but for the account 
of the offeror may not make a bid competing with the 
initial bid. 3. unchanged 
4. Where there are competing bids and the initial 
offeror does not withdraw his bid, the period for 
acceptance of the initial bid shall be extended auto­
matically to the date of expiry of the period for 
acceptance of the competing bid. The extension shall be 
made public by the means provided for in Article 11 (1) 
and communicated to the competent supervisory 
authority. 4. unchanged 
Article 21 
Contact committee 5. The Member States shall ensure that the addressees 
of a competing bid who have already accepted a prior 
bid qualify for the competing bid. 
6. The Member States may take appropriate steps to 
ensure that the existence of competing bids does not 
improperly impede the operation of the offeree company 
and of the market. 
7. Member States may refrain from applying 
paragraph 5 to irrevocable acceptances in cases of 
competing bids if such acceptances are permitted under 
their legislation. 
Article 21 
Contact committee 
1. A contact committee shall be set up under the unchanged 
auspices of the Commission. Its function shall be: 
(a) without prejudice to the provisions of Articles 169 
and 170 of the Treaty, to facilitate the uniform 
application of this Directive through regular consul­
tations on, in particular, practical problems arising in 
its implementation; 
(b) to ensure concerted action upon the policies 
followed by the Member States in order to obtain 
reciprocal treatment for Community nationals and 
companies as regards the acquisition of securities of 
a company by means of a takeover bid; 
(c) to advise the Commission, if necessary, on additions 
or amendments to this Directive. 
No C 240/30 Official Journal of the European Communities 26. 9. 90 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
2. The contact committee shall be composed of repre­
sentatives of the Member States and representatives of 
the Commission. The chairman shall be a representative 
of the Commission. Secretarial services shall be provided 
by the Commission. 
3. The Commission shall be convened by the 
chairman either on his own initiative or at the request of 
one of its members. 
Article 22 
Transposition of the Directive 
1. Member States shall adopt before ... the laws, 
regulations and administrative provisions necessary to 
comply with this Directive. They shall forthwith inform 
the Commission thereof. 
2. Member States shall fix the date of entry into force 
of these provisions in any case at the latest by . . . 
3. Member States shall communicate to the 
Commission the texts of the main provisions of national 
law which they adopt in the field covered by this 
Directive. Article 22 
Transposition of the Directive 
1. Member States shall adopt before 1 January 1992 
the laws, regulations and administrative provisions 
necessary to comply with this Directive. They shall 
forthwith inform the Commission thereof. 
2. The date of entry into force which Member States 
lay down for these provisions shall be no later than 
1 January 1993. 
3. unchanged 
4. The provisions adopted pursuant to paragraph 1 
shall make express reference to this Directive. 
Article 23 
Addressees of the Directive Article 23 
Addressees of the Directive 
This Directive is addressed to the Member States. unchanged