More protection for minority shareholders

Published on: 24 February 2016

When an acquisition of a Dutch listed company, minority shareholders draw increasingly on the short end. Even if the acquirer does not have enough equity to launch a squeeze-out procedure, the repeaters are relatively easy to put offside.


Accelerating border

In an interview with FD and investors APG Kempen Orange Participations and investors dome Eumedion that there really come to an end. Minority shareholders deserve according to their better protection. They want the border to honor to be able to make a takeover bid is raised. According to the law which is at 50% plus one share. "But 80% of the share capital would be a better threshold," said Rients Abma, director of Eumedion.


Stick stabbing for 'wegpesten shareholders'

Eumedion, APG and want Kempen & nbsp; additional protection. Minority shareholders should be able to appoint its own commissioner following completion of a takeover bid. Which should have a right of veto to block measures which go against the interests of the minority shareholders.


"Such a commissioner must not only defend the minority shareholders, but the interests of all stakeholders should," says Herman Kleeven, head of European investments at retirement investor APG. But he has to stabbing a stop to the 'wegpesten shareholders.


More contact than on capital

Currently, a company may appoint commissioners to fulfill that role. In the name are independent of the new majority shareholder, but the practice unmanageable. The specter is taking the events surrounding TenCate, where "independent" commissioner Egbert ten Cate financial interest had on the success of the acquisition.

According Kleeven is typical of the gap that exists between directors and shareholders. "We therefore want the auditors much more self-seek dialogue with shareholders. The company must not only come to us when capital is needed. "


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