Local view for "http://purl.org/linkedpolitics/eu/plenary/2001-07-03-Speech-2-057"
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"en.20010703.2.2-057"2
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"Mr President, the job Parliament has here today is quite simple: to adopt or reject the compromise achieved in conciliation. What did we achieve in conciliation? Out of 15 amendments tabled in second reading, compromises were reached on 11. In this House we have a duty to deal with the facts, not to listen to the jungle drums beating from misinformed sources.
I welcome the changes in amendments, made by my own political group, to recognise the legitimate interests of employees in a takeover bid. Here the common text has been modified from a requirement to provide new information to a requirement to provide information to employees at three points in the directive: in Article 6(1), Article 6(2) and Article 9(1d). There are minimum standards. There is nothing to prevent boards of companies or Member States going further than the requirements in this directive, nor does it prejudice obligations to inform and consult under either national or EU directives. We can only, in conciliation, go as far as amendments allow us in second reading. No amendments were tabled requiring the board of a company to consult prior to a takeover bid.
It is no secret that Article 9, and the right of boards to take defensive action without shareholder approval, was the bone of contention in conciliation. But is simply not true to state that the board of a company faced with a hostile takeover cannot take action or is obliged to remain neutral or passive. Defensive and frustrating action is possible with shareholder approval. Indeed, our amendments to the common position mean that a board can get fast-track approval in 14 days.
I have always believed that politics is the art of the possible. In conciliation the Council and the Commission stuck to their key objective in this directive, of protecting the minority shareholders, protecting the interests of investors and defending shareholders against unscrupulous directors and inefficient company boards.
Article 9 and restrictions on frustrating action was the Holy Grail of this text. Therefore we had no scope to rewrite it to allow unapproved poison pill action. But we did achieve a deal on Article 9: we forced the Commission and the Council to freeze the article and to have a group of company law experts to examine key issues, and to come back to Parliament in March 2002. This also includes – as the Commissioner can confirm – the possibility of reviewing Article 9 in the light of the findings of that group. The entry into force of this directive is therefore postponed and Member States can postpone compliance with Article 9 until 2006.
My delegation will vote for this directive."@en1
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