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MAN FOR ALL SEASONS: Winter is trying to standardize takeover laws across Europe |
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Jaap Winter
39, Dutch
Why He Matters: He's overhauling Europe's rules on corporate takeovers
Location: Amsterdam
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Posted Sunday, Dec. 1, 2002; 15.43GMT
Winter, a law professor at Rotterdam University and legal adviser to Unilever, was thrust into the hot seat a year ago when the European Commission asked him to chair a group of business-law experts charged with devising new European rules on corporate takeovers. It's one of the most contentious issues in the E.U., whose members have widely differing takeover rules and have been deadlocked over a common approach for 12 years. Winter tried to sever the Gordian knot with a "breakthrough" rule allowing a bidder who acquired 75% of a company to control it, overriding local laws which protect management from unwanted takeovers.
His takeover proposals provoked ire, especially among German politicians and companies, and not all were adopted. A member of his group says Winter was "very disappointed" with the outcome, but he himself insists he never expected all his ideas to be embraced — and quotes Machiavelli on how people with the most to lose tend to shout the loudest.
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There's a political reality and we were advising the politicians ... now the discussion is open and nobody can hide.
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"Our proposals made sense. They are still the right way forward, but there's a political reality and we were advising the politicians who are making the decisions," Winter says. "Now the discussion is open and nobody can hide." He followed up in the fall with a second report on corporate governance in Europe that, among other things, recommended that companies disclose far more about directors' pay.
"He's built himself up a strong position as a real expert who can argue well and is a genuinely independent agent," says Malcolm Harbour, a Member of the European Parliament who gives Winter credit for taking the time to explain his ideas to legislators. The legal group's work is now technically finished, but Winter, a former athlete who captained the winning Dutch soccer team at the 1996 world championship for lawyers, is likely to continue advising the commission on corporate legal matters — when he isn't advising clients of the Amsterdam law firm he is joining as a partner.
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