Brussels, 30/05/2001 (Agence Europe) - The tug of war between the European Parliament and the Council over the Directive on takeovers continues after the failure of its meeting on Tuesday evening, the conciliation committee will gather on 5 June in Luxembourg, on the sidelines of the Ecofin Council, on the eve of the cut-off date on 6 June after which the draft Directive will be defunct.
The dispute covers two amendments put forward by the EP last December to modify the Council's "common position": 1) Article 9 of the draft Directive, which states that any defensive measure by a companies targeted by a takeover may be authorised by the shareholders assembly: under the suggestion of its rapporteur, Klaus-Heiner Lehne (EPP, Germany), the EP is introducing an amendment that would allow the Board to take defensive measures without a further intervention by the shareholders, after the shareholders have given it the authorisation to carry out a capital increase in the 18 month preceding the takeover. (Let us recall that German recently made a about turn by turning its back on the text of the Council's common position and rallying to the EP; 2) consulation with the workers: the EP introduced an amendment that foresees an obligation for informing the employee representatives.
On Tuesday, the Commission proposes to engage itself, in a "declaration" annexed to the Directive, to revise Article 9 within three years following the entry into force of the Directive, to correct the possible problems. The EP considered the idea of a simple "declaration" insufficient and called for the margin of flexibility of Article 9 to be written into the legislative text itself. Some grumbling voices have, nevertheless, emerged within the parliamentary delegation its five German members insisted on keeping the amendment adopted in plenary session, while the British are clearly hoping for a compromise and the Spanish, and to a certain extent the Italians also, seem more flexible. The Council, speaking through its Swedish presidency, stuck to its position and to the text of the common position, adopted in June 2000 after twelve years of haggling. A compromise seems, however, to be in sight on the question of worker consultations.
"We are very disappointed by the lack of results on Tuesday, but we still have a few days in which to make progress on this text that is fundamental for the future of the European economy", declared James Provan (EPP, UK), chairman of the parliamentary delegation at the consultation committee and EP Vice-President, speaking to EUROPE. "We are disappointed there is no agreement, but there is still a margin for discussion and we are working on ways to compromise", said Jonathan Todd, spokesman for the Internal Market Commissioner, Frits Bolkestein. In an editorial published on Monday in the Financial Times, Mr Bolkestein insisted that defence measures should be approved by shareholders, specifically informed of the terms of the bid.
In practice, the Parliament called on the Commission to present in the next few days new solutions for ensuring a certain amount of flexibility in Article 9 during the first three years of application of the directive. It mainly called on the Council to at least demonstrate its will to respect conciliation procedure, giving signs of flexibility. Both parties did not seem optimistic about the outcome of discussions, as the German position seemed very cut and dried, grouping Christian Democrats and Social Democrats behind the new line adopted by the Schröder government.