Approche comparée des dispositifs anti-OPA en Europe à la lumière de la directive sur les OPA

The European directive 2004/25/CE on take-over bids imposed the transparency on the structure of the capital and the anti-EPO measures, either obstacles to the access to the capital, or to the exercice of the control at the level of the general asssembly or of the board of directors. The comparative law allows to establish that countries tolerate this outfit o f "poison pill"s in diveres ways according to their tradition of governance. Among European countries, four models can be distinguished, from the most open to thmeo st closed. The European Commission showed its will to harmonize the defenses and to limit the obstacles to buds by establishing in the text a device assuring, besides the transparency (article 10), the neutralization of the leader in case of offer (article 9) and the limitation of the defenses (article 11). But it seems clearly that the article 12 of the directive, added after negotiations with the European Parliament and the States, allosw "arrangements" and limits the "level playing field". Since then, France, through the Florange law of 2013, dedicated among others the double voting right and the relinquishment of the neutrality of the management; but the success with companies is very reserved because the investors and the shareholders have very widely used the vote of resolutions going against the text.