Saturday, April 08, 2006

Shouldn't shareholders vote on takeover defences? Arcelor and NewsCorp. in the news

When companies adopt poor governance policies, shareholder indignation knows no bounds.. and now, it knows no international boundaries.

Earlier this week, the Luxembourg-based steel company Arcelor said it had transferred control of its recently acquired Canadian unit to a Dutch foundation in a bid to block a takeover offer from Mittal Steel. This action (taken without consulting shareholders) drew criticism from shareholders for its lack of shareholder democracy.

The more restrictive Luxembourg corporate law does not allow shareholders (owning less than 20% of shares) to submit resolutions for discussion in an annual meeting, enabling management to make this decision without consulting shareholders.
French shareholder activist Colette Neuville argued that Arcelor should adopt provisions more in line with other European countries, allowing shareholders to vote on takeover defences.

On the same day, a group of institutional shareholders in the US settled their lawsuit against News Corp. over the company's extension of an anti-takeover poison pill provision that was perceived to be against shareholders' interest.
The real reason for rejoicing was not the poison pill itself, but the result that shareholders could vote on takeover defences in the future.

"Through the settlement, shareholders have the guaranteed right to vote on the poison pill now, and on subsequent poison pills for the next twenty years. This is a great victory for shareholder rights." said the lawyer representing the institutional investors.

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