Brussels, 11/09/2001 (Agence Europe) - MEPs have undertaken to adopt as soon as possible the new proposal on takeover bids that the Commission is to present in 2002, after the rejection in plenary of the last Directive (see in particular the editorial in this issue and in yesterday's EUROPE). Ana de Palacio (Partido Popular, Spain) said during the hearing of Commissioner Frits Bolkestein, in Brussels on Monday, that she hoped that, if the Commission and the Council cooperate well, then the text could be adopted in conciliation in a single reading. "The transposition time could also be reduced from the 5 years set out in the first text", said EP Rapporteur Klaus-Heiner Lehne (CDU, Germany). "I am sure that we need to renegotiate the whole directive from scratch", replied Frits Bolkestein, saying that they must certainly work hard to find common ground and to overcome misunderstandings.
Several MEPs, like Diana Wallis (Liberal Democrat, Britain) and Arlene MacCarthy (Labour, UK), called on the Parliament to be involved in the work of the expert group on company law that will be holding its first meeting on Tuesday (see below, and EUROPE of 5 September, p.14). Insisting on the group's "independence", Mr Bolkestein simply gave his assurance that the report would be available to MEPs once it is finished and that he would forward their request to the Group's president, Jaap Winter, Unilever consultant, whom he is to meet on 28 September. Answering a question by Luis Berenguer (Socialist, Spain), the Commissioner gave his assurance that the expert group was not an attempt to bring the debate out of the political domain.
Awaiting a fuller report on company law for mid-2002, the group of experts should present its first recommendations on three questions by the end of the year, recalled Frits Bolkestein: 1) the equitable treatment of shareholders and the problem of restrictions to voting rights, "such as the golden share which blocks takeover bids". It is either necessary to do away with the golden share or to envisage compensation, stressed Klaus-Heiner Lehne. "I prefer democracy, as the Commission proposed in 1990", replied Mr Bolkestein. 2) the fixing of a "fair price for the repurchase of minority shares, "which allows a common definition to be found without it being the smallest common denominator"; 3) the right of majority shareholders to acquire minority parts ("squeeze out"). "Shareholders must be given guarantees", while allowing companies to restructure, said Mr Bolkestein. One must also raise the question of the right of worker information "without denaturation of the Directive", he declared. He remarked that Article 6 of the draft text rejected in July provided for consultation of workers or of their representatives as soon as an offer has been made, specifying that "if this text is not appropriate, I am willing to meet the European Trade Union Confederation".
We recall that the members of the expert group are: Jaap Winter, Professor in the Netherlands and Unilever consultant; José Maria Garrido Garcia, Professor at the University of Castilla-la-Mancha in Spain; Klaus J. Hoptt, from the Max-Plank Institute in Germany; Jonathan Rickford, consultant of the British Ministry for Industry; Guido Rossi, former Chairman of the Committee for Stock Exchange Control in Italy (CONSOB); Jan Christensen, from the University of Copenhagen in Denmark; and Joëlle Simon, Medef consultant in France.