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in contrast to countries such as the CanadaBeyond that a variety of means is availableWhich if not the Mayor can play this role Most of the regions found their level of failure in 1997The situation is actually critical in some European countriesThe consequences were you know catastrophicComgest does not have a sectoral approachBut growth slows with the bleak conditionsTherefore this dynamic is not inevitableIn principle it must be done as many statements for different purposesLast straight line for Euronext. While began the month of December, the company of market published last week the agenda of extraordinary general meeting of the 19 (on the eve of the Nyse). The securityholders of the Pan-European stock exchange are called to rule on the merger with the New York Stock Exchange. Friday, regulators did had not yet given their agreement in principle to transatlantic merger, but their position should be known in the next hours or any days.
Very specifically, the Assembly of mid-December in Amsterdam will be the opportunity for a discussion on the theme of marriage between Euronext and Nyse Group, then the vote. The condition to decide: be holder of securities Euronext to December 12. "The merger agreement requires that the transaction is approved by the Nyse and Euronext shareholders prior to the commencement of the exchange offer," said the boss of Euronext, Theodore Jean-François, in a letter to shareholders, Assistant to the record of the offer. And add: "your vote is very important." The resolution on the exchange offer may be adopted by an absolute majority of the shareholders present or represented at the General Assembly. Note that no quorum is required because of a fairly liberal Dutch corporate law.
A legal expert opinion
If shareholders give their green light, their shares will be exchanged at a rate of 0.98 action Nyse Euronext more 21.32 EUR in cash. Company market of Dutch law becoming wholly owned subsidiary of Nyse-Euronext. Once the transaction is carried out, the current shareholders of Euronext, they bring all of their titles, should hold about 41 of the capital of the new holding company, compared to 59 for Nyse Group shareholders.
The agenda of the Assembly provides also the appointment of two new members to the Board of supervision of Euronext, for the period of the offer and the reorganization of the Group at the end of the offer: René Barbier greenhouse, who already occupied this position, and Rijnhard de Beaufort. This resolution is subject to the approval of the merger. Under the terms of the Dutch code of governance, the current members of the Council of supervision of Euronext being called to join the Board of Directors of the new group after the merger, they could no longer be considered independent. Thus, the two additional members do not have vocation to join the Board of Directors of Nyse-Euronext.
For its part, Paris Europlace preferred to receive expert legal advice before ruling definitively on the merger. The association has commissioned Claude Serra of the law firm of Weil, Gotshal & Manges so he studied the regulatory Charter signed by the regulators of Euronext against possible intervention by the SEC, and the device of the Dutch Foundation, safeguard of the current regulatory environment put in place by Nyse and Euronext. Gérard Mestrallet, Chairman of Paris Europlace, wished to "obtain the maximum of safeguards against the risk of overflow legislative and regulatory American to companies listed on Euronext", indicated Friday "Le Figaro". The findings should be published one week about before the General Assembly of Euronext. For the time being, all the fears have not yet been dispelled, as evidenced by the mobilisation of the Dutch association of listed companies (read above).
