The Mandatory Bid Rule: Unnecessary, Unjustifiable and Inefficient

This paper represents a lecture delivered at the conference, The Takeovers Directive – Ten Years On, held on 22 April 2016 by Trinity College Dublin. The case against the mandatory bid rule in EU law is well-known by now and all the arguments have been heard before. It is an exercise usually done in vain, because the rule is safely embedded in the Takeover Directive, which is a Pandora’s box nobody wants to open and renegotiate. Most spectators are disinterested and, when pressed for an opinion, tend to offer a favourable view of it for differing reasons of self-interest. Arguing against the rule is the modern legal equivalent of tilting at windmills, except that the rule is not an imaginary evil but represents some very real problems that are characteristic of what is wrong with EU law today.