EU rules threaten Dutch corporate defences

Author: | Published: 1 Jun 2005

In March the Dutch Ministry of Finance published a consultation paper on the implementation in the Netherlands of the EU Takeover Directive. In its consultation paper, the Ministry provides a detailed legislative proposal. Although the manner in which the Directive is ultimately implemented remains subject to the outcome of the consultation process, as well as the upcoming discussions in parliament, the proposal gives a clear indication of the intentions of the Dutch government. One thing is clear: the proposal will affect the way in which many Dutch listed companies can defend themselves against hostile takeover threats. During the weeks following the publication of the proposal, leaders of many Dutch listed companies and the Dutch trade unions have voiced their concern that the proposal will force a large number of companies to dismantle part, or all, of their traditional anti-takeover devices. Conversely, a number of investors have taken the position...