Glass Lewis has submitted a response to the Dutch consultation, which ended on February 7, 2019, on a legislative proposal to implement a 250-day bedenktijd (‘thinking period’). The proposal would implement a 250-day thinking period for the supervisory board in the case where shareholders have submitted a proposal to appoint, suspend or terminate the term of a director or in the event that a (hostile) takeover bid is imminent.

As outlined in our response, we believe many shareholders will be extremely concerned by the suspension of fundamental shareholder rights, such as the ability to elect or remove supervisory board members, during the thinking period. We also note that Dutch companies are already well equipped with respect to anti-takeover mechanisms. We are further concerned that the proposed legislation will deprive minority shareholders from a much needed flow of publicly available information around critical decision points.

Although no concrete timeline has yet been proposed for implementation, Glass Lewis will carefully monitor the outcome.

You can download our submission to the consultation below. For more information, contact