Bidder may replace supervisory board members after successful public offer, says the Court

Japanese company Canon made a USD 1bn public offer for Dutch copier producer Océ, and announced it would replace four out of Océ’s six supervisory directors if the bid was successful. Some of Océ’s shareholders refused to sell, and they opposed in court the majority of the super-visory directors being affiliated with Canon.

A Dutch court recently ruled there was no violation of good corporate governance, as the four super-visory directors are required in their dealings to be guided by the company’s interest and may not, when conflicted between the company’s and Canon’s interest, take part in the decision-making.

Click here for a summary of the case in English.