In the entire history of the European Union, only twice has the text of a directive, previously negotiated between European Parliament and the member state representatives, been rejected in the Parliament voting. One of these occasions was the voting on 4 July 2001, when the Parliament rejected the Takeover Directive. The Directive had taken twelve years to draft; one of the longest periods spent at elaborating a directive.

The pressure of a potential merger or takeover constitutes a mechanism which allows market forces to control the management of a listed company, particularly when shares are diffused. In sufficiently deep capital markets, regulated by transparent merger and acquisition regulations, the pressure is strong enough for managers to mind when making management decisions. Thus the market affects managers' behaviour, contributing to the overall efficiency of the company. If, additionally, those regulations ensure equal treatment of all investors, including small minority ones, the efficiency of the very capital market is increased.

Looking at the above mentioned directive, it is not difficult to point to those of its provisions which have raised controversy. They relate to the requirement that minority investors be allowed to withdraw from the investment in the targeted company (the obligation to announce a call) and restrictions on the activities by company management aimed at defending the company against the takeover. The country which seems to stand to lose the most by adopting such a directive is Germany.