Brussels, 15/10/2003 (Agence Europe) - The debates on the public takeover bid directive still seem to be blocked in Council. On Wednesday morning, the Italian Presidency heard the national positions on the broad lines of a compromise during a restricted meeting of Member State representatives. The aim is to reach an agreement before end October with a view to the Competitiveness Council in November. No delegation seems to have clearly applauded or rejected the compromise which, in practice, would leave member States the choice of whether or not to apply the two most controversial articles of the directive: Articles 9 and 11 which lay out the rules allowing a company to take defence measures against a hostile takeover bid. The idea of an "à-la-carte" directive had above all been supported by the Parliament's rapporteur, Klaus Heiner Lehne. It is also based on the "Portuguese compromise" which had not allowed an agreement to be reached in Council last spring.
According to sources familiar with the issue, agreement depends on the stance taken by Germany, which is still fiercely opposed to measures which make it an obligation for the management board to have the shareholders' agreement before taking defence measures. Germany requested that, in compensation, multiple voting rights associated to certain shares should be neutralised. Scandinavians, the main users of golden shares, were opposed to this. Nonetheless, Sweden seems less inflexible, one diplomat says.
In May, Commissioner Frits Bolkestein had opposed purely and simply doing away with Articles 9 and 11, saying that this would empty the directive of its meaning. The Commission has not as yet taken a stance, however, on the "opt out" system.