Brussels, 16/05/2003 (Agence Europe) - The Presidency had planned to arrive at a "general approach" at Monday's Competitiveness Council, in order to make progress towards agreement on the "takeover bids" directive by June. However, agreement seems unlikely at this stage. "All options are on the table, but we still don't have any conclusions in one direction or another", indicated the Greek Presidency on Friday. The Commission had presented a new proposal in October 2002 (replacing the one rejected by Parliament in July 2001), obliging the board of a company to obtain its shareholders' prior agreement before taking defence measures against a hostile takeover bid (article 9). The text specifies the conditions under which defence measures can be neutralised (article 11).
Germany, which scuppered the initial draft text, only accepts article 9 if article 11 specifies that the "multiple voting rights" linked to certain shares are rendered invalid during takeover bids. This idea was rejected by the Nordic countries, where use of these multiple voting rights is the most widespread (55% in Sweden, 33% in Denmark, 36% in Finland). The Presidency proposed a compromise limiting the scope of articles 9 and 11. France, Spain, Portugal and, most of all, the European Commission, opposed this. "The directive must have a point and provide greater legal security", stressed the spokesperson of Commissioner Frits Bolkestein on Friday.
In order to conciliate the Scandinavians, the Presidency suggested a "grandfather clause", specifying that only shares with multiple voting rights introduced after the entry into force of the directive could be neutralised. This time, it was the turn of the British, Dutch, Belgian and German delegations to take opposition. According to a Community source, the only change the majority could agree on would be a clause in article 9 allowing capital increases without shareholder agreement, which was requested by Belgium.
Germany, the United Kingdom, Austria and Luxembourg insisted on a clause allowing application of the directive to be lifted when the takeover bid is brought by a non-European company, in other words, to avoid an American onslaught on a "defenceless" European market.