101 / 482
GAZETTE
APRIL 1989
Contd. from page 85.
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
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.
C O M P A NY
S ECRE T AR I AL
CON S U L T ANT
PETER H. QUINLAN
MBA, AITA
OFFERS
A
COMPLETE
COMPANY SERVICE
Advice on Corporate Procedures
Drafting of Resolutions and Minutes
Arrangement of Company Meetings
Searches and Updates of
Company Records
Filing Returns and Other Compliance
67 LANSDOWNE ROAD
DUBLIN 4
Tel.: (01) 684245
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.
87