Philippe Ginestié and Pierre Mudet provide their analysis on the decision of the directors of Suez to sanctuary part of the Suez Eau France subsidiary in a Dutch foundation (called “Stichting”) in order to defend themselves against the takeover bid of Véolia
Extracts from the article
“Another classic defense technique, Suez could have opted for a capital increase open to“ friendly ”shareholders. There are many variations of this anti-takeover parade: issuance of new shares with preferential subscription rights, recourse to “Breton bonds”, opening of an employee shareholding program, etc. But with such options, Suez's board could not have acted on its own. " Any change in share capital or any amendment to the company's articles of association requires, with some exceptions, the prior consent of the shareholders, recalls Pierre Mudet, partner of the Ginestié Magellan Paley-Vincent firm. »
“Recent events, however, could make this last-ditch assembly less unstoppable than hoped. Last week, in fact, Engie received a new offer from Veolia for the 29.9% stake it holds in Suez. If Veolia were to become Suez's main shareholder tomorrow, it would have greater leeway to obtain the dismantling of the foundation. « With a 30% stake in its competitor, Veolia would not be forced to trigger a takeover bid and therefore would not control the company within the meaning of public offer law, assures Philippe Ginestié, founding partner of Ginestié Magellan Paley-Vincent. Therefore, the irreversible locking of the foundation would not be triggered. »
Founder of the firm, he has extensive experience in the areas of corporate and complex operations where legal, tax and financial considerations must be integrated. He has developed particular expertise in the legal organization of relations between the control of power in groups.
Administrator of the Alpha Omega Foundation, he also supports non-profit organizations.
Pierre Mudet works mainly in the areas of stock market law, mergers and acquisitions and company law with clients of listed and unlisted companies in the context of national and international transactions.
He advises industrial groups, banks, investment funds and innovative companies in the new technologies sector.