The Gazette 1989

APRIL 1989

GAZETTE

bid for the whole Company, not just part of it. It will also be necessary to launch a formal take over bid once control of one third of the voting rights of the target company has been acquired. By creating an obligation for bidders to issue an offer prospectus detailing their intentions as regards the company's future activity, management, employees and debts, the proposal seeks to put an end to leveraged buy-outs where speculators borrow heavily to acquire a company and then repay the debts and cream off a hand- some profit for themselves by asset stripping the acquired company. There will certainly be opposition from some member states, notably the United Kingdom, to this pro- posed directive on the grounds that adequate regulation of takeover bids already exists at national level. The Commission believes strongly that takeovers need to be regulated uniformly throughout the Com- munity as part of the 1992 pro- gramme, however, so that the necessary consolidation can take place in the European economy. • The Criminal Justice Section of the American Bar Association will hold its annual meeting in Dublin between April 23rd and April 29th, 1989. Members are invited to attend the working sessions which include: Monday 24th April: 'Political Offence Exception in Contemporary International Extradition" Panelists include Prof. Christine Van den Wijngaert, Professor of Criminal Law, University of Antwerp, Belgium. Thursday 27th April "International Enforcement against Securities Fraud" Panelists include Marvin Picholz, Strook, Strook & Lavan, Washington, D.C. Further information for confirmed times and venues can be obtained from Audrey Geraghty, Law Society, Blackhall Place, Tel. 710711.

Contd. from page 85.

C O M P A NY S ECRE T AR I AL CON S U L T ANT

Trade Marks Directive Adopted (OJL 40/1 of 11.2.89)

The Council has adopted the directive co-ordinating the laws of the member states on trade marks. Its aim is to harmonise the principal points of the member states, trade mark laws. Member states' laws on trade marks vary considerably and this directive will not by any means make them identical. What it does do, however, is to lay down a common definition of the signs capable of constituting a trade mark. It also gives a definitive list of reasons for refusing a trade mark application and for nullity of a mark. Procedural matters are left to the member states. The rights con- ferred by a trade mark are also defined. The member states will have until December 1991 to implement the directive in their national laws. Agreement has not been reached as yet regarding the site and lan- guage of the proposed Community Trade Mark Office. Commission Adopts Directive on Takeover Bids In the course of its meeting of 22nd December 1988 the European Commission adopted a proposal for a Directive on takeover bids (13th Company Law Directive). The proposal is designed to establish an equilibrium between the interest of the offerer, on the one hand, and those of the target company, including its shareholders and employees, on the other hand. The offerer will be obliged to supply specific information about its intentions in the offer document, make a bid once one third of the shares have been acquired and explain any use of the financial resources of the target company to finance the bid. The directive also proposes to regulate the conditions under which defence measures can be adopted once the offer is announced. The Commission would have power to forbid or suspend any takeover bid which did not comply with the directive. The intention of the proposal is to put an end to speculative raids by requiring anyone making a bid to

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BRADSTOCK to set up in Dublin Bradstock Insurance Broking Group, one of Lloyd's largest and most profitable broking houses, is to establish a company in Dublin. Bradstock director, Nick Bryce-Smith says he expects the company to commence trading in Dublin on May

1st next in Upper Fitzwilliam Street.

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