Local view for "http://purl.org/linkedpolitics/eu/plenary/2000-12-12-Speech-2-311"
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Mr President, I would like to thank Parliament for the attention it is giving this proposal and for the work that the Committee on Legal Affairs and the Internal Market, and particularly the rapporteur, Mr Lehne, have carried out. This attention is certainly justified, in view of the importance of the text, which the Heads of State and Government made a priority during the European Council of Lisbon in March 2000. After all, were it to be approved, it would bring about a considerable improvement in the operation and stability of the European financial markets.
Finally, the Commission studied the content of the amendments in depth but it cannot accept a single one of them. For example, Amendments Nos 6, 11 and 16 appear to pass over the existing national provisions that the text of the common position is in fact trying to bring closer together. Amendment No 6 in particular, contains an amalgam of ideas that were all addressed to a lesser or greater extent during the discussions on the directive, and were rejected because they did not seem to be suitable. Particularly the appointment of the competent authority, whilst the text of the common position came about after consultation with the supervisory authorities themselves. Then there is the definition of the percentage that confers control over the company, which ties in with other provisions in the field of company law, which differ considerably from Member State to Member State.
Amendment No 17, in its turn, should it be approved, could make it impossible for there to be any kind of hostile takeover bid. The Commission has no objection to extending the neutrality obligation to after the official deadline of the bid, as proposed in the first paragraph. However, the Commission cannot go along with Parliament’s proposal to allow the board of a particular company to determine the future of the company without taking account of the shareholders’ position, by simply submitting its decisions to the judgement of the competent authorities or the judge. A solution of this kind threatens on the one hand to lead to confusion over the role of the supervisory authorities, which must remain independent and impartial, and on the other hand to the systematic institution of legal proceedings that can be time-consuming and expensive and which benefit neither the companies concerned, the members of their Boards, nor the other interested parties, and particularly the employees. The situation in the United States can teach us a thing or two on that score, and should be a warning to us to proceed more cautiously.
On a final note, may I remind you that this is a framework directive, as requested by Parliament at an earlier stage. Nevertheless, the directive stipulates firstly, that a committee of experts from the Member States and from the Commission are to supervise the implementation and application of the text, and secondly, it includes a review clause for making any changes which may prove necessary in the future.
Lastly, the Commission would point out that should this House approve the proposed amendments, it could prove very difficult for an agreement to be reached between the Council and Parliament. That said, the Commission is convinced, and it is supported in this by the economic operators involved, that the text, which is the product of over ten years of negotiations – which is longer than is needed to take account of all interests – is a good starting point, and it is high time we took action.
Finally, a further two new amendments have been tabled about which I have the following comments to make. Amendment No 19 is unacceptable, for the same reason that Amendment No 6 is unacceptable. As for Amendment No 20, which is similar to Amendment No 17, the same applies to both, albeit for slightly different reasons. The first part is acceptable, just as it is in Amendment No 17. The second part is not because the term ‘
to use the German expression – is encompassed by the Dutch term ‘
(board) and is subject to the same obligations as all managers of a company. The third part of it is unacceptable for the same reason that no so-called ‘social amendments’ are acceptable.
That is what I wanted to say on the issues raised by Parliament and needless to say the Commission is looking forward with enormous interest to the vote on this subject.
I am particularly delighted that I can at last discuss this common position, which we had a long wait for, but which was finally adopted by the Member States last June by unanimous vote.
Some of the amendments proposed by Parliament further improve the text of the Council’s common position because they highlight points that could lead to interpretation difficulties and push for speedier transposition of the directive.
Hence the Commission approves Amendments Nos 7, 14 and 18. It prizes Amendment No 18 particularly highly, the aim of which is to reduce the deadline for transposition, in accordance with a wish already expressed by the Commission on numerous occasions. Indeed, it has constantly highlighted the need to waste no time in implementing this directive, which is something all interested parties have looked forward to so much.
The Commission has also taken note of the statements brought to the fore by Amendments Nos 5 and 13. Whilst the Commission has no objection to these suggestions, it would point out that they do not belong in this directive. The current text guarantees employees appropriate information on the conditions and repercussions of the bid. Stipulations that go further in this area are not in keeping with the objectives of the directive, which relates to the protection of the share holders. The labour conditions and employee rights in the event that enterprises are restructured are provided for in other Community directives.
The Commission would also like to demonstrate its interest in Amendment No 12. This amendment seeks to introduce an instrument enabling a majority shareholder to take over the remaining securities. However, this procedure, which already exists in certain Member States, does not just affect the field of public takeover bids but extends much further and could, if necessary, be studied more closely as part of the general review of company law undertaken by the Commission. So I would suggest adding this topic to the list of subjects that could be submitted to a committee of experts.
Much to its regret, the Commission is unable to approve the other amendments, and this is for a variety of reasons. Amendments Nos 2 and 10 are unacceptable because they alter the scope of application of the directive. The directive relates to all public and exclusively public offers to purchase or exchange, be they voluntary or mandatory.
Amendments Nos 4 and 15 are unacceptable because they do not belong in the intended stipulations. These only concern holders of securities in the first case and the supervisory authority in the second.
Amendments Nos 8 and 9 are without foundation. After all, it is by no means certain that the proposed definition of equitable price is better than any other, because the various definitions that are currently in use in the Member States are all perfectly satisfactory."@en1
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