The Dutch parliament is showing last minute hesitation about tearing down anti-takeover measures for listed companies. All European Union members have to implement the 2004 European Directive on Takeover bids in national legislation by May 20, 2006. So far only Denmark has implemented the legislation.
Both the Dutch employer organisation and labour unions have lobbied parliament with the aim to keep some form of anti-takeover protection and they seem to be successful. Until recently a political majority supported the proposal of the Dutch government: When a bidder controls 75 percent of the shares, he can demand that all existing anti-takeover structures will be deleted and gain control.
Now however both the socialist party (PvdA), the Christian-Democrats (CDA) and even the right wing VVD party have voiced their concerns. The wave of recent takeovers emptying the Amsterdam stock exchange has strengthened this opposition. The Dutch politicians don't want Dutch companies to be unprotected while companies in other countries, dominated by major shareholders, cross holdings or government shareholdings are takeover proof.
This new development comes as something of a surprise. Many Dutch companies had already lowered there anti-takeover measures in anticipation of the new legislation. Many also bowed to shareholder pressure by divesting parts of the company, raising dividends and buying back shares. But now it seems that also in the battle for shareholder rights the old saying is true: It isn't over till the fat lady sings.