ECGI · Visual Comparative Corporate Law · No. 2

EU Mandatory Bid Thresholds: A Snapshot

A data-driven overview of mandatory bid regimes across EU member states, mapping where the basic threshold sits in each jurisdiction. Twenty-four of 27 states converge on the 30%–one-third of control family, with three outliers: Croatia at 25% and Estonia and Latvia at 50%. The visuals also illustrate how the reform under consideration by the Italian Parliament would align Italy with the most widely adopted European model.

Analysis: Prof. Marco Ventoruzzo (Bocconi University) · Ownership data: OECD (2025) · Visualisation: ECGI · * Italy: regime as of March 1, 2026 (before possible reform)

Colour by:

Hover over any EU country for full MBR details. Non-EU states shown in grey. * Italy: regime as of March 1, 2026 (before possible reform). Sources: national securities law; Prof. Marco Ventoruzzo analysis.

Primary MBR threshold by EU member state

30% — majority model ~33% (one third) 25% — below 30 50% — outlier

Countries ordered by threshold level, then alphabetically. Source: national securities law; Prof. Marco Ventoruzzo analysis.

Key observations

The 30% model

12 states

Twelve EU member states — including France, Germany, Spain, Ireland and Sweden — converge on 30%, the most widely adopted European model and the reference point of the Takeover Bids Directive.

The one-third bloc

12 states

Twelve states, including Bulgaria, Poland, Czechia, Portugal and Lithuania, set the threshold at approximately one third (33.33%). Together the 30% and one-third groups form a family of 24 states converging on a “one-third of control” standard.

Croatia

25% — lowest

The only EU jurisdiction applying a below-30% threshold, giving minority shareholders an earlier exit right but increasing the compliance burden for acquiring investors.

Estonia & Latvia

50% — highest

The two Baltic outliers set the trigger at majority control — a structurally different philosophy that delays the mandatory bid obligation to actual majority ownership.

Single vs multiple MBR thresholds by member state

Single basic threshold More than one threshold

* Italy: regime as of March 1, 2026, before possible reform. Source: Prof. Marco Ventoruzzo analysis.

Key observations

Single threshold — the norm

24 states

Twenty-four EU member states rely on a single statutory trigger, keeping the rule simple and predictable for investors operating across borders.

Multiple thresholds

3 states

France, Italy and Portugal combine their basic threshold with additional bid obligations, typically a creeping rule that applies to incremental acquisitions by existing controlling shareholders.

Italy — structurally distinctive *

Two triggers

Italy’s current regime combines a 25% trigger for non-SMEs with an optional threshold mechanism for SMEs — a combination not found elsewhere in the EU.

Proposed Italian reform

30% — single

The reform under consideration would move Italy to a single 30% threshold, eliminating the distinctive 25% non-SME trigger and aligning with the European mainstream.

Is there a creeping MBR for purchases between basic threshold and 50%?

Yes — creeping rule applies No — no creeping restriction N/A — single threshold only

N/A: in jurisdictions with only a single basic threshold, a separate creeping rule does not apply in the same sense. Source: Prof. Marco Ventoruzzo analysis.

Key observations

The European default

No creeping rule

In most EU jurisdictions, once a shareholder crosses the basic threshold and launches a mandatory bid, incremental acquisitions up to 50% do not trigger a renewed obligation.

7 states confirmed

Creeping rule

Austria, France, Greece, Ireland, Italy, Portugal and Spain impose additional bid obligations when a controlling shareholder gradually increases their stake, closing a potential loophole for minority shareholders.

Italy — creeping retained *

5% → 10%

Following the proposed reform, Italy will retain its creeping mechanism but raise the annual acquisition threshold from 5% to 10%, relaxing the constraint on controlling shareholders.

Policy rationale

Minority protection

Creeping rules protect minorities from a “slow squeeze” — where a dominant shareholder gradually consolidates control without triggering a full mandatory bid at a fair price.

Ownership concentration vs primary MBR threshold — EU member states, 2024

30% threshold ~33% threshold 25% threshold 50% threshold

Y-axis: % of listed firms where top 3 shareholders hold >50% of equity. Countries ordered by ownership concentration. Source: OECD Capital Market Series dataset (2025); Prof. Marco Ventoruzzo analysis.

Key observations

No correlation with threshold

r ≈ 0

The 30% threshold dominates across the full spectrum of ownership concentration — from Ireland’s dispersed market (~8%) to Czechia’s highly concentrated one (~92%).

Croatia — the 25% exception

High concentration

Croatia applies the lowest threshold (25%) despite having moderately high ownership concentration — suggesting the threshold reflects policy choice, not market structure.

Estonia & Latvia

50% in concentrated markets

Both Baltic 50% outliers have high ownership concentration — yet so do many 30% jurisdictions, reinforcing that threshold design is not driven by market structure.

Policy implication

Convergence case

Since threshold choice appears decoupled from ownership structure, the case for convergence around the 30% European norm rests on harmonisation logic, not economic necessity.

States at 30%

12 states

Austria, Belgium, Cyprus, Denmark, Finland, France, Germany, Ireland, Italy*, Netherlands, Spain, Sweden

States at ~33%

12 states

Bulgaria, Czechia, Greece, Hungary, Lithuania, Luxembourg, Malta, Poland, Portugal, Romania, Slovakia, Slovenia

Outliers

3 states

Croatia 25% · Estonia 50% · Latvia 50%

Complete MBR threshold data — all EU member states

Member state	Primary threshold	Single threshold?	Creeping rule?

* Italy: 30% threshold (primary); additional 25% trigger for non-SMEs under current regime (before possible reform). Sources: national securities law; Prof. Marco Ventoruzzo analysis.