M & A Law Prof Blog

Editor: Brian JM Quinn
Boston College Law School

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Thursday, May 3, 2007

Dutch Court Halts Sale of LaSalle Bank

The Enterprise Chamber of the Amsterdam Court of Appeal today enjoined the $21 billion sale of LaSalle Bank by ABN Amro to Bank of America (I had predicted this on Saturday).  The suit to enjoin the transaction was brought by the Dutch shareholders association, VEB, which demanded that the transaction be put to a shareholder vote by ABN Amro.  According to Bloomberg:

Judge Huub Willems of the Amsterdam district court's Enterprise Chamber said today it was ``unacceptable'' for ABN Amro to sell the unit without shareholder approval, backing a complaint by the Dutch investor group VEB. ``ABN Amro management has misjudged its task,'' said Willems in his ruling, adding that he will prevent the sale of LaSalle ``until the shareholders have spoken their mind.''

The LaSalle Bank sale was part of ABN Amro's agreement to recommend an offer to be acquired by Barclays plc.  ABN Amro had come under withering criticism for agreeing to the LaSalle Bank sale as a means to frustrate the competing, higher bid for ABN Amro put forth by the consortium of Royal Bank of Scotland, Fortis and Santander. 

The action may lead to a higher bid by Barclays for ABN Amro.  Others speculate it may actually bring BofA to bid for ABN Amro itself.  But whatever the outcome of the ABN Amro transaction, the Dutch court action today is a big step towards the enforcement of shareholder rights in Continental European M&A. 

http://lawprofessors.typepad.com/mergers/2007/05/dutch_court_hal.html

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