Strasbourg, 03/07/2001 (Agence Europe) - On Wednesday, the European Parliament may approve the result of conciliation with the Council on the directive that regulates public offerings. Nothing is certain after the plenary debate on Tuesday, which confirmed division within political groups. The Germans, behind rapporteur Klaus-Heiner Lehne (CDU elected member), urged for the Parliament to reject the compromise concluded with the Council on 6 June, followed clearly by Forza Italia, the Dutch MEPs of both sides and the Spanish Socialists. According to Klaus-Heiner Lehne, the Greens Group and the Benelux countries would also be generally on his side. The British, behind Conservative Parliament Vice-President, James Provan, who led the EP delegation during the conciliation procedure, called in one voice for the EP to approve the agreement, with Labour and Conservatives together, with the support of Scottish Nationalist Neil MacCormich and Italian Radicals. The Liberal Group is the only one that was able to give a united stance in favour of the agreement.
For the "yes" voters, the Parliament would put its credibility at stake by rejecting the agreement. "It would be scandalous for a handful of persons to one fine morning kill off a text drafted twelve years ago", criticised the Scottish Nationalist Neil MacCormick. "The agreement with Council takes on board fifteen provisions advocated by the Parliament. We cannot say that our position has been undermined!", said Lord Inglewood, British Conservative. The defenders of the "no" naturally defended the contrary opinion, stressing, like Rapporteur Lehne, that the role of the Parliament could be weakened if it accepts such an agreement, on the eve of important discussions with the Council about the Lamfalussy package on financial services. "We tried everything during conciliation negotiations, but the Council did not budge an inch", he said. Dutch Christian Democrat Bert Doorn felt that those who accuse the Parliament of annihilating twelve years of work are wrong, as the "Commission could, if it so wishes, make a new proposal of directive that, if it provides for common ground, will be voted far more easily".
On substance, the British stressed that the Bid Directive, "the aim of which is to guarantee the rights of minority shareholders, will be in the interest of European citizens who wish to be assured they have made a safe investment or taken out a safe retirement scheme (according to Liberal Diana Wallis). "My delegation favourably welcomes the result of a consultation that provides for worker information at three stages of the bids procedure", stressed Labour member Arlene McCarthy. She insisted on the fact that the EP has obtained a six year time limit for application of the rule that will make it compulsory for administrative boards of companies targeted by the bid to consult their shareholders before taking defence measures. Italian Radical Benedetto Della Vedova felt that the compromise concluded with Council "is along the right lines, as it gives a legislative and harmonised framework necessary for the freedom of action of companies". The problem of monopolistic companies like EDF, which invest in the neighbouring states without themselves being quoted on the stock exchange, must be governed by the Commission, which ensures that rules on State aid are respected, and not in the context of the Bid Directive, said Benedetto Della Vedova.
Klaus-Heiner Lehne, on the other hand, believes that the compromise concluded with the Council does not allow for equality to be assured between the protagonist companies of a public purchase bid. If the EP adopts this directive, "companies that are not protected by national measures will be taken over by protected companies", he argued, stressing that Germany does not apply any protective measure of the "Golden Share" kind, which allows certain Member States to limit the weight of foreign public enterprise in the capital of their companies. "As long as the EU has not adopted the rule that one share is worth one vote, buried in the Council's drawers since 1972, the principle of neutrality will not be respected, said Klaus-Heiner Lehne.
He stressed that 40% of the companies quoted on the New York stock exchange are based in the state of Delaware which has the most restrictive takeover legislation. The Forza Italia MEP, Francesco Fiori, echoed his comments. Manuel Medina Ortega (PES, Spain) said that by voting for the compromise, one ran the risk of making the EU's companies (which are not very strongly protected) the victims of Wall Street over-capitalised sharks. He argued that the EP had not achieved enough in terms of worker information since workers were being put in the position of people invited to a feast but not allowed to take part in it.
Commissioner Frits Bolkestein tried to defend his porgramme to heckling MEPs. The Directive would provide a sure legal frameowrk, he argued, for the restructuring of EU companies and that rather than leaving, as some had argued, companies powerless in the face of hostile takeover bids, the Directive would allow companies to take any defensive measure they saw fit as long as shareholders were consulted. He noted that in the United States, the rule was that Board of Directors can take defensive measurs without consulting cshareholders but shareholders can take them to court if they believe their interests have been damaged. Mr Bolkestein also siad that the Directive was designed to protect shareholders in the event of a standard takeover since only 2% of takeovers are hostile. The document would, he insisted, extend EU company laws in the years to come.
- - - - - - - - -