Local view for "http://purl.org/linkedpolitics/eu/plenary/2007-03-12-Speech-1-195"
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"en.20070312.23.1-195"2
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"Mr President, I would like to thank Members for their questions. My colleague, Mr McCreevy, regrets that he cannot be here this evening, but I can assure you that he will be informed of the results and content of the debate this evening.
It is true that a study was launched in September, and its intention is to cover the various aspects of proportionality between capital and control, how this is applied or not applied in the Member States, how it affects the deviation from the principle and how it affects institutional investors. The study was also designed to analyse the relevant regulatory national frameworks.
The contractors were chosen in the usual simple way. There was a public invitation to tender and the choice was simple. The best author was chosen and the specific contractors made and presented the best offer. However, I have to clarify two things: there will not be an impact study, so research will be carried out in a factual way on the current situation in the Member States, and no proposals or recommendations will be brought forward.
Both the contractors and the subcontractors have a strong record of original, independent, high-quality research in areas of company law and corporate governance, and their European presence constitutes a significant advantage in terms of providing comparative analysis covering different legal traditions. The subcontractors are of high standing and specialise in corporate law and securities regulation, and the study team provided the best offer based on scientific competence, professional reputation and integrity.
As already mentioned, the study will cover multiple voting rights, non-voting preferential shares, company pyramids and other instruments which fulfil the same function of protecting controlling shareholders, and the study will include golden shares and the attribution of special rights for public authorities, as already mentioned.
In this respect, the Commission has noted at this stage the Advocate-General’s opinion on the Volkswagen law. The Advocate-General considers this to be as an unjustifiable restriction that infringes EU law. The Commission awaits the Court’s judgment.
As far as the directive on takeover bids is concerned, we know it aims at eliminating certain defences applied by companies in takeover situations. One such defence for companies is to leverage voting rights vis-à-vis capital, but experience shows that, faced with potential takeovers, the vast majority of Member States are reluctant to neutralise their companies’ disproportionate voting rights. Nevertheless, it is still early days for the implementation of a directive. The Commission does not intend to reopen a debate on the takeover directive at this stage. Whatever the policy indications the Commission draws from the proportionality study are, they will not apply to takeover bids. The Commission believes that these two should be considered as two separate initiatives.
To conclude, I would like to emphasise that a decision on any future steps on the issue under discussion on the proportionality issue will be taken in the light of the outcome of the study. Whether we present a proposal, and what the content of this proposal will be, will depend on the outcome of the study and of the impact assessment that is currently being carried out in parallel. We are therefore still at the study and first procedural phase. We will, as always, take very seriously the position and the views of the European Parliament."@en1
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