Stichting Agreement

When Mylan made it available to meet Teva`s $40 billion offer, more column rights were spent on Dutch pepper – the Dutch word for creation – than ever before. A stichting is an orphan unit that must have only a board of directors that has full control of the company. Therefore, it has not and is not controlled by a member or shareholder. Unlike foundations in many other legal systems, the creation of a chilli does not require state authorization and does not need to act for charitable purposes (in fact, most do not). This makes La Stichting an effective and useful tool in the structuring of the company. Below, we give a brief description of the main characteristics of the chilli according to Dutch legislation, followed by the most typical commercial structures in which stichtings are used: (i) as a structural measure of splitting the legal and economic ownership of the shares and concentrating control of voting rights on these shares within the Stichting Board of Directors; and (ii) for international transactions for strategic or defensive purposes. Stichtingen (Dutch plural form) is used as a kind of poison pill (defence mechanism against acquisitions) for publicly traded companies. In one case, the Dutch-based pharmaceutical company Mylan set up a chilli to “protect Mylan`s strategy, mission and independence” and gave Stichting the right to veto any hostile acquisition of Mylan. [3] Stichting was activated in July 2015 to block a proposed acquisition by Teva Pharmaceutical Industries. [4] The company called Stichting Preferred Shares Mylan is essentially an empty shell. But it has special powers, thanks to a shareholder-approved provision, which was in the paperwork of a previous acquisition of Mylan: if Mylan ever receives an unsolicited takeover bid, stichting will be able to obtain veto rights on each takeover. More recently, the Stichtings have become an instrument of choice for multinationals to protect themselves from a large number of supposed evils, from hostile acquisitions to unwanted taxes to international sanctions. Stichting is an autonomous legal entity with legal personality that does not have (and cannot have) members or shareholders.

As a result, no one has any spice. Stichting is the rightful owner of the shares and, in this respect, (i) will exercise voting and other shareholder rights with respect to the shares and (ii) withdraw all share distributions. Stichting must exercise these rights in accordance with the Stichting Statutes and the Act relating to the relationship between the holders of the deposit ballot and the management conditions. As a result, the play can exercise control of the company by exercising its shareholder rights, such as voting rights. B as voting rights. If the constituent documents stipulate that the piting board must exercise the right to vote in accordance with the instructions of the custodians, the board of directors must do so at all times.