Local view for "http://purl.org/linkedpolitics/eu/plenary/2003-12-15-Speech-1-069"
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"en.20031215.7.1-069"2
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"Mr President, I agree with the rapporteur, Mr Klaus-Heiner Lehne: the affair of the takeover bids directive really does seem to be never-ending. Starting life in January 1989 with the first Commission proposal, a proposal that was, moreover, ambitious, pursuing the objective of achieving a single market in corporate control, the progress of the takeover bids directive through the legislative process seems to have been a kind of obstacle course, with texts alternating between maximalist proposals unacceptable to some – the individual States and the Council of Ministers – and minimalist compromises unacceptable to others – the European Parliament.
Of this obstacle course, I remember that the European Parliament rejected a Conciliation Committee joint text on 4 July 2001
I also remember the extremely interesting Commission proposal of October 2002, drawn up after a group of high-level experts had been consulted. This proposal, in addition to preserving the passivity rule in Article 9, sought to achieve the objectives set by the European Parliament and the wise men consulted, the neutralisation of some pre-bid defensive measures and proportionality between risk capital and voting rights, while I am afraid the very points that we might call most dangerous such as large corporations and multiple voting rights were excluded.
Another obstacle course has started, with regard to which we thought that the intuition of the Council Presidency in June 2002 provided a way out: giving the Member States and quoted companies respectively the possibility of choosing between the directive’s model with the passivity rule and the neutralisation of defensive measures - type A companies - or preservation of defensive measures - type B companies - all supplemented by a requirement of maximum transparency in a system to which a company is subject.
To put all the operators on a level playing field, provision is made for type A companies to decide not to let themselves be taken over by a type B company. The solution has many advantages: it shows which is the ideal solution – type A, the benchmark – and creates reciprocity. Moreover, the neutralisation of defensive measures requires an initial uniform rule of European company law: Article 11, which provides for the options, is essentially a derogation from the usual system. These options can be withdrawn once the market, favouring type A companies, has created the right conditions.
There is more. With the current system, quoted companies subject to systems which do not provide for passivity rules or neutralisation can opt for competitiveness, which would not be possible without the directive. Moreover, the maximum transparency of company systems
and internal rules required by both Article 10 of the proposal for a directive and the parallel proposal for a directive on the transparency of quoted companies - which is also currently being debated in Parliament and the Council - ensures that companies which fully accept Articles 9 and 11, the stars, are the true European companies and clearly identifiable as such. In this way, it is made possible for the market to reward them. Indeed, institutional investors should explain to their clients why they are investing in non-competitive, type B companies rather than in a competitive, type A company.
Lastly, the compromise, providing for preventive partial takeover bids, allows many countries not to make substantial changes to their legislation, while, at the same time, it does not risk
exposing companies to unfair competition from companies in other countries."@en1
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