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E-MailThis post is from Theodore Mirvis of Wachtell, Lipton, Rosen & Katz.
Many car advertisements on TV bear a legend explaining that the driving depicted is by professional drivers on a closed track–and warning viewers not to try the twists and turns at home. Well, maybe something like that could or should be said of the European Court of Justice‘s recent decision, a precis of which appears here, striking down Germany’s “Volkswagen law” and seeming to pave the way for Porsche to acquire the company.
One might recall the earlier periods over here when state anti-takeover statutes bit the dust one by one, yielding to a perceived national policy of unrestrained takeover activity and opposition to the local interest of states (especially non-chartering states) in preserving the independence of their corporate residents. There are probably more twists and turns to come as the EC works out what is meant by the “free movement of capital.”
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Maastricht NL Matthew Hartogh
The same principles survive today, forming the bone and sinew of the civil codes regulating the modern Dutch corporation. Commerce must always be measured against long term productivity. Efficiency in the capital markets must always be measured against efficiency in the goods market, and both must measure themselves against considerations of the proper use of human capital. This word “measure”, maatregel, punctuates the corporate literature in the Netherlands, but it is a word I have not often seen printed in the Wall Street Journal or The New York Times.