Creative Commons

This dissertation was written as part of the L.L.M. in Transnational and European Commercial Law, Mediation, Arbitration and Energy Law at the International Hellenic University. This paper examines the article 9 of the Directive 2004/25/EC on Takeover Bids which refers to the board neutrality. First of all, there is a need to examine the Directive and its provisions generally in order to have a complete picture of what regulates. Subsequently analyzes the principles and rules which govern, including Article 9 on the board neutrality. The Directive on Takeover Bids regulates the conduction of takeover bids by rules that apply to all cross border takeover bids, it gives legal certainty to the Member States and the companies generally and ensures safety in the course of trade . This safety increases competition and facilitates cross border takeover bids. With regard to the board neutrality rule detailed in Article 9 of the Directive, this protects the bid and more specifically the frustration of the bid. That’s why Bartman 1 believes that the term “non - frustration rule” fits better in Article 9 than the term “board neutrality rule”. This rule requires the prior authorization of the general meeting of shareholders to the board before action.