Local view for "http://purl.org/linkedpolitics/eu/plenary/2000-12-12-Speech-2-298"
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"en.20001212.14.2-298"2
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".
Mr President, ladies and gentlemen, this legislative project at second reading is a really complex project, which does not make it easy to explain the context we are dealing with here. I will try to do so nevertheless.
I really do not know why we should not eventually succeed in reaching a compromise in this case, as with all other directives. So I certainly do not share the concern voiced here. We are pursuing a perfectly normal procedure. We should complete the second reading successfully and then seek a good compromise in the conciliation procedure.
In my view, the common position before us, which we have to decide on today, has a number of crucial weaknesses, which for the rest nobody has disputed so far during the debate in terms of principle. The first crucial weakness is the lack of harmonisation. This common position, which after all concerns the takeover of companies, seeks to protect the shareholders. I regard that as an aim most definitely worth trying to achieve. But in fact it also requires certain framework conditions. After all this is supposed to be a framework directive. In regard to a number of issues in connection with hostile takeovers, with takeovers in general, which simply have to be regulated, this common position does not really regulate anything.
Take for example the issue of what is called the takeover threshold, as from which a compulsory offer can be made, the issue of what is called the equitable price to be offered to the shareholders, or even the issue of the circumstances under which cash payments are made obligatory. We have merging stock markets in Europe. I believe that against this background it is urgently necessary not just to leave these questions open but to settle them. For that simple reason the report by the Committee on Legal Affairs and the Internal Market I am presenting today includes a whole raft of amendments containing concrete proposals on how these issues could be resolved.
I also consider it right to make these proposals, for if we do not settle these matters we must at least ask ourselves seriously, in face of the problems involved, whether there is any point at all in this directive. To inscribe in a directive that shareholders must be paid an equitable price is about as useful as saying that an apple will fall from the tree when it is ripe. Then you should also say in it what that equitable price actually is and what this whole business is really about.
The second major problem in this directive is Article 9. The purpose of the directive is supposed to be to create a level playing field in Europe. But unless the directive is amended, the end result of this common position would be that not only do we not have a level playing field with North America, we do not even have one within Europe. The Americans have what they call the 'Business Judgment Rule', i.e. the possibility of mounting a defence against takeovers. The common position provides on principle for a strict obligation of neutrality in Europe. That means that in future it will be easy for American companies to take over European ones.
The other problem is that there is no level playing field in Europe either. In a number of countries, the United Kingdom being the classical example with its London Stock Exchange, which has been much described, company law provides for the possibility of in effect excluding takeovers by restrictions to the right to vote in the company statute. So the end result of Article 9 as it now stands would be that some companies in some countries in Europe could be taken over much more easily, while other companies in other countries in Europe could virtually never be taken over if they have provisions of that kind in their statute. That is why Article 9 also needs to be amended.
The next problem is the issue of the competent supervisory authority. The common position devotes three pages to regulating this issue. If it takes three pages to do so, then clearly there will be enough points of reference and opportunities for dispute and we will create no legal certainty. That is why I believe we must also improve Article 4.
I just want to make one more observation. In the Committee on Legal Affairs and the Internal Market we managed to find compromise amendments over and above the groups. These compromise amendments do not please everyone in this House. That is in the nature of compromise amendments. But what is crucial is that we realise that this directive has serious weaknesses and that is beyond dispute. The only way to remedy these weaknesses is by deciding to opt for conciliation here by a majority of 314 votes. It is quite clear that the result of the conciliation will not in the end be the same as what the Council decided or what Parliament decides tomorrow. The result will be another compromise. If we do not adopt these amendments before us tomorrow, we will not achieve that further compromise and the directive will remain as bad as it is now.
So I can only ask this House to endorse the Committee on Legal Affairs and the Internal Market's compromise amendments. If certain circles in the Commission or elsewhere fear the directive could come to nothing, then I must honestly say I do not think so. Since the conciliation procedure was first introduced between Parliament and the Council, which is now more than six years, only a single directive, the one on the bio-patent, came to nothing in the conciliation procedure. A short while later it was, nonetheless, adopted both by the Council and by Parliament."@en1
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