Brussels, 13/06/2003 (Agence Europe) - Member States are moving toward a "take-overs" directive which will allow companies the choice of applying the rules on "defence measures" that a company can take in the face of a hostile take over bid. This compromise was proposed by Portugal during the last Ecofin Council (EUROPE 20 May p 9). Experts from Member States worked on the technical modalities on Friday for the solution and the Permanent Representatives are expected to examine them on Monday morning. For the time being, no "Special Council" on take-overs is planned.
The commission and most delegations would like to see the decision applying to the rules from the directive to be adopted by the majority of shareholders in a company. Most Member States believe that the methods for shareholders voting, in such a case, should be determined by national rules governing shareholder voting rights. There are still a number of other issues pending, notably the kind of system to be applied when a company does not have the choice, or who to deal with take-overs by a third country company.
The "Portuguese compromise" intended to resolve the differences between Member States in Article 9 (obliging the board of directors at a company to obtain the agreement of its shareholders before taking defence measures against a take-over) and Article 11 of the draft directive (neutralisation of defence measures and special voting rights). Germany will only agree with these Articles if "multiple voting rights" associated with certain shareholders were neutralised. The Scandinavian countries and the main users of these multiple voting rights, are fiercely opposed to it.