Brussels, 19/05/2003 (Agence Europe) - The Competitiveness Council id not obtain a compromise on the "public take-overs" directive due to strong divergences. Commissioner Frits Bolkestein proposed that a special Council be organised before the end of the Greek Presidency so that an agreement could be obtained before the end of the legislative period in May 2004. Divergences still focus on Article 9 of the directive, which stipulates that a management board of a company targeted in a hostile take-over bid has to have the agreement of its shareholders before taking any defence measures, and Article 11 on the breakthrough in defence measures. Ministers envisage to proposals that take out most of the directive's substance: a "minimalist" solution from the Germans and Scandinavians, which get rid of the provisions on defence measures against hostile take-over bids and a Portuguese solutions which would make them "optional".
Germany is insisting that the "multiple voting rights" associated with certain shares are enutralised in take-overs. Denmark, Sweden and Finland, the main users of these rights, are refusing. These two extremes are in an alliance demanding that Articles 9 and 11 are got rid of and that rules on transparency and share re-purchasing prices as set out in the directive, are adhered to. A "rendez-vous clause" outlines that the Council will return to the issue on defence measures later on. Greece, the United Kingdom, Luxembourg and Belgium could possibly agree to this solution. The Commission, Spain, Portugal, Ireland and France are opposed to this "minimalist "solution", which remove any substance from the directive.
Only a few delegations, such as Belgium, would be willing to accept the compromise proposal from the Presidency, which would introduce a "grandfather clause" that only nuetralises mutliple voting irghts associated with shares introduced after the entry into force of the directive.
Portugal had proposed a new compromise, which would have given comapneis the choice of applying the rules set out in Articles 9 and 11. Most delegations, like Spain, the United Kingdom, Ireland, Sweden and Luxembourg do not rule out this option but believe that that the legal consequences should be more widely examined. Ministers did not manage to make any decisions in any direction either. Permanent Representatives from Member States were responsible for pursuing reflection on the overall compromise proposals