THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE EUROPEAN UNION,

Having regard to the Traty establishing the European Community, and in particular Article 44(1) thereof,

Having regard to the proposal from the Commission [OJ C 45 E, 25.2.2003, p. 1.],

Having regard to the opinion of the European Economic and Social Committee [OJ C 208, 3.9.2003, p. 55.],

Acting in accordance with the procedure laid down in Article 251 of the Treaty [Opinion of the European Parliament of 16 December 2003 (not yet published in the Official Journal) and Council decision of 30 March 2004.],

Whereas:

(1) In accordance with Article 44(2)(g) of the Treaty, it is necessary to coordinate certain safeguards which, for the protection of the interests of members and others, Member States require of companies governed by the law of a Member State the securities of which are admitted to trading on a regulated market in a Member State, with a view to making such safeguards equivalent throughout the Community.

(2) It is necessary to protect the interests of holders of the securities of companies governed by the law of a Member State when those companies are the subject of takeover bids or of changes of control and at least some of their securities are admitted to trading on a regulated market in a Member State.