1. Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids, OJ 2004 L 142/12 of 30 April 2004.
2. This means that Member States may adopt stricter national rules, such as for the protection of minority shareholders or employees (gold plating). Examples can be found in the price rules, see section 3.2.7 below.
3. European Commission, Report from the Commission to the European Parliament, the Council, the European Economic and Social Committee and the Committee of the Regions on the Application of Directive 2004/25/EC on takeover bids, Brussels 28 June 2012, COM(2012) 347 final, available at: . As regards the content of this Application Report, see section 1.3.1 below. See also European Parliament, Resolution of 21 May 2013 on the application of Directive 2004/25/EC on takeovers bids, see section 1.3.2 below for more details.
4. Takeover Bids Directive Assessment Report, commissioned by the European Commission and published on 28 June 2012, available at: . The report is only available in English and is referred to as the ‘External Study’. The External Study contains, in Ch. 4, an Economic Study (hereinafter referred to as the ‘CEPS External Study’ so as to differentiate between the two in terms of strict facts and economic theory). For more information, see section 1.2.1 below.
5. European Commission, Action Plan: European Company Law and Corporate Governance – A Modern Legal Framework for More Engaged Shareholders and Sustainable Companies, Brussels, 12 December 2012, COM(2012) 740/2. Cf. the comment by K. J. Hopt, ‘Europäisches Gesellschaftsrecht im Lichte des Aktionsplans der Europäischen Kommission vom Dezember 2012’, 42 Zeitschrift für Unternehmens- und Gesellschaftsrecht (ZGR) (2013) p. 165.