29
To sum up, the EP battle reopened the neatly packaged compromise reached in
the council of ministers into a larger and multi-faceted clash of national capitalisms. The
EP vote emphasized the fluid and fragmented nature of coalitions and partisan veto
players within the EP.
IV. ANALYTICAL NARRATIVE: FIVE ROUNDS AND A FINAL DEFEAT
What remains to be explained is the sequence of moves between key players and
the preferences of key actors up to and after the EP vote of July 4, 2001.
Round 1: Initial Commission Blueprint and Defeat at the Council, 1989-1994
Building on the great EU regulatory move of the Single European Act (1986) in
the late 1980s, the EC Commission first drafted a takeover Directive in 1989 (OJC 64,
14/3/1989). This initial directive was a detailed document specifying all required terms of
a takeover bid. Interestingly, this first and crucial draft originated with the Commission
and preceded the Maastricht Treaty and the euro. It came on the heels of the package on
the removal of capital controls in all EC countries (achieved in 1990) and other financial
deregulatory moves.
Most member states opposed this draft directive as too detailed and an
unwarranted intrusion into their domestic policy.
51
At the Edinburgh EU Council of
December 1992, the Commission announced that it would revise the proposed directive.
It received overall (albeit tepid) approval to move in this direction. This position was
only reconfirmed at the Essen Council of December 1994, without further progress.
Throughout these five years, the British opposition was particularly strong. Germany was
also opposed to a fundamental shift in its capitalist system.
Thus, the EU’s elite bureaucracy, the Commission, partly out of a normative
conversion to global standards, and partly out of calculations that it would both serve EU
competitiveness and EU integration, pushed the initial draft of the Directive. Most states,
however, did not feel the incentives to shift the status quo. The level of foreign ownership
in stock markets such as Germany, France, Spain, or Italy, remained relatively low until
1995 (10-15%) and the pressures of equity investors was not yet keenly felt.
Round 2: Revised Commission Blueprint, Council Paralysis, and Eventual Agreement,
1996-2000
In February 1996, the Commission brought the Takeover Directive back on top of
the EU legislative agenda, when it proposed a new and simplified version that was based
on the British City Code on Takeovers and Mergers.
52
The proposal was less detailed and
designed to obtain British support. British support was slow to come, partly because of
enduring suspicions about the Commission, and partly because of conflicts with its own
regulatory system. Until 1998, the UK led the attack on the Directive, aiming at watering
51
McCahery, Ronnebog, Ritter, and Haller 2003: 46
52
Ibid
Convention