Vanderbilt Journal of Transnational Law

First Page



This Article discusses the Proposal in the European Community to standardize the tender offer process in the Single European Market of 1992. The Proposal promotes equal treatment of shareholders and contains substantive measures to achieve this goal. Mr. Greenbaum compares the Proposal to its United States counterpart, the 1968 Williams Act, notes the different approach taken by the Williams Act, with its emphasis on disclosure rather than substantive regulation, and examines these different approaches primarily in the context of hostile tender offers. Mr. Greenbaum shows that the Proposal's procedural requirements for the bidder and restrictions on target management defenses leave both with a smaller tender offer playing field within which to maneuver. In addition, Mr. Greenbaum suggests that the Proposal may not be able to provide the type of shareholder protection it envisions unless there is stringent Community control of Member State anti-takeover regulation.

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