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DG queries 'acting in concert' perception

EUROPE - Members States may be forced to rethink the recent introduction of 'acting in concert' corporate governance rules as European Commissioner Charley McCreevy has suggested some governments could be seen to hamper "legitimate" shareholder "collaboration".

In a speech delivered to ministers within the UK's upper house, the House of Lords, last week, the Commissioner for the Internal Markets and Services DG said he was "concerned" additions may be needed to  counter interpretations of the Shareholder Rights Directive.

"We are looking into the issue of whether we need a recommendation on shareholders' rights to accompany the recently-approved Shareholder Rights Directive. We are also having a look at the proper application of existing rules. One of the areas we are looking at in this context is the "acting in concert" rules in the Takeover Directive. I am concerned that some Member States are giving far too wide a reading on this concept, thereby preventing legitimate collaboration between shareholders]," said McCreevy.

In recent months, both the German and Dutch governments have moved to suggest companies could be seen to be ‘acting in concert' unless they complied with certain new requirements.

A bill, widely criticised by European institutional investors, was passed in Germany in October requiring, among other things, investors "clearly state their intentions" towards a firm when holding more a 10% stake. (see earlier IPE story: Germany to tighten corporate investors)

In the Netherlands, rules have been introduced requiring hedge funds to buy any remaining equity once they own 30% of a firm's shareholding. (See earlier IPE story: Hedge funds and private equity 'have positive impact')

Officials argued while it was looking to name specific cases, there was some concern about the transparency of actions among certain institutional investors.

If you have any comments you would like to add to this or any other story, contact Julie Henderson on + 44 (0)20 7261 4602 or email julie.henderson@ipe.com

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