Government response was published in letter dated May. 20, 2017, with 4 options.
Shareholders may pressure management to change strategy, e.g. firm demerger.
Cooling-off period of maximum of 250 days gives more time and peace to decide.
In cases of demands for directors dismissal, or if hostile takeover bid announced.
Board would use the period to explore alternatives, in dialogue with stakeholders.
Measure stems from coalition agreement, has been agreed by council of ministers.
Details
Bill is to amend book 2 of the civil code, inserting art 114b and amending art 129.
Subject to certain necessary exceptions, during the cooling-off, reflection, period, a director, or supervisory director, can not be appointed, suspended, terminated.
Shareholders remain entitled to request dismissal of a director is put on agenda.
To prevent reflection period from being used improperly, bill contains guarantees.
If wish to make use of cooling-off period, need approval of the supervisory board.
Board may decide to terminate cooling-off period if it considers it is that it has a sufficient view of the effects on stakeholders and consideration of these interests.
The supervisory board must agree to any early termination of cooling-off period.
Shareholders with interest of at least 3% may ask court to end cooling-off period.
Bill also makes explicit, primacy of the management with respect to the strategy.
Effectiveness
Consultation open for comments to 7 February 2019.
