The regulatory efforts of the European Community institutions for the preparation of the internal market has led to the adoption of a large number of directives which need implementation measures at national level. Apart from the political obstacles to the adoption of some directives at Community level, implementation itself often raises technical difficulties, due to legal obstacles or regulatory traditions in national law. In the field of company law in particular, the proposal for a directive concerning take-over bids has provoked objections from the part of both government and industry in the United Kingdom, as it is feared that the adoption of the directive would threaten the subsistence of the voluntary City Code on Take-overs and Mergers, which in the past proved to be an effective instrument for the regulation of take-overs. The attention in this article will therefore focus on the question to what extent a Member State is free in the choice of legal instruments for the implementation of EC directives (Part I). Part II will examine how the political choice for maintaining a flexible regulatory framework on take-overs in the United Kingdom could be put in accordance with the European Court’s requirements. It will appear from this analysis that the existing system will not necessarily have to be reframed on a mere statutory basis.

According to the third paragraph of Art. 189 of the EEC Treaty, a directive is, as to the result to be achieved, binding upon each Member State to which it is addressed, but leaves to the national authorities the choice of form and methods.1 It follows from the above definition that directives always require the adoption of implementation measures by the Member States.2 Apart from this general provision, the Treaty contains no specific requirement as to implementation. Articles 155 and 169, however, confer on the Commission supervisory competence over the fulfilment by