The Akzonobel Case: An Activist Shareholder's Battle Against the Backdrop of the Shareholder Rights Directive

European Company Law, Vol. 14, Issue 1, 2017, 238-243.

10 Pages Posted: 18 Jun 2020

See all articles by Tom Vos

Tom Vos

University of Antwerp

Date Written: October 4, 2017

Abstract

This year, the Dutch courts ruled two times in the AkzoNobel case. Two times, the courts denied the requests of activist shareholders of AkzoNobel to convene an extraordinary general meeting (EGM) to dismiss AkzoNobel’s chairman of the supervisory board. The reason for the shareholders’ request was the decision of AkzoNobel’s board not to engage in negotiations with PPG Industries (PPG) concerning its takeover bid on AkzoNobel. The main arguments of the courts were based on the idea that the decision on a takeover bid is part of the company’s strategy, which belongs to the domain of the board, and that the shareholders failed to show a reasonable interest for convening an EGM. Therefore, it seems that the courts in the AkzoNobel case imposed significant restrictions to shareholder rights relating to the general meeting, in favour of the autonomy of the board and the interests of other stakeholders. These decisions raise the question: are the decisions in the AkzoNobel case consistent with earlier Dutch case law? And are these decisions compatible with the Shareholder Rights Directive? This article discusses both decisions in the AkzoNobel case. Afterwards, the broader Dutch legal framework is explained. In particular, other Dutch case law is discussed concerning the restriction of shareholder rights to add items to the agenda of the general meeting or to convene a general meeting, such as the Boskalis/Fugro case and the Cryo-Save case. Finally, the compatibility of the Dutch legal framework with the Shareholder Rights Directive is analysed.

Keywords: Shareholder Rights, Shareholder Rights Directive, Company Law, European Company Law, Corporate Law

Suggested Citation

Vos, Tom, The Akzonobel Case: An Activist Shareholder's Battle Against the Backdrop of the Shareholder Rights Directive (October 4, 2017). European Company Law, Vol. 14, Issue 1, 2017, 238-243., Available at SSRN: https://ssrn.com/abstract=3214686

Tom Vos (Contact Author)

University of Antwerp ( email )

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