• Bill submitted to the Lower House, results from the coalition government agreement and follows previous bill on cooling-off period during hostile takeovers.

Details

• New bill provides for the board of a Dutch listed company to be given a cooling-off period of up to 250 days in order to be able to respond well to a hostile takeover bid.
• Reflection period can also be used if certain shareholders put pressure on management to change the strategy by, for example, insisting on a split of the company.
• During the cooling-off period, directors and supervisory directors cannot be suspended or dismissed at a shareholders' meeting at the initiative of the shareholder.
• Gives management an opportunity to consider interests of the company, stakeholders.
• Boards wishing to use reflection time require the approval of the supervisory board.
• Shareholders with an interest of at least 3% can request the Enterprise Chamber of the Amsterdam Court of Appeal to terminate the reflection period.