Investors are on Thursday expected to demand a shareholder vote on ABN Amro’s decision to sell LaSalle, its US bank, when the Dutch lender convenes its annual meeting in The Hague.
Peter Paul de Vries, director of VEB, which represents thousands of Dutch investors, has threatened to mount a legal challenge, claiming the “rushed sale of LaSalle could prove too big an obstacle” for Royal Bank of Scotland, Santander of Spain and Fortis, the Belgo-Dutch financial services group, to mount a counter-bid for ABN.
Mr de Vries argues that the LaSalle sale constitutes an integral part of the merger with Barclays and as such requires the same level of shareholder approval.
The Children’s Investment Fund, the activist shareholder that agitated for a break-up of ABN, has said the sale “unfairly hinders” the consortium, which analysts believe could trump Barclays’ €66bn ($90bn) agreed all-share offer for the Dutch bank.
ABN has said it will sell Lasalle to Bank of America for $21bn in cash if there is no better offer for its US retail bank within a fortnight.
However, it will not provide confidential information to any other bidder interested in the whole of ABN unless its board withdraws its recommendation for the Barclays offer.
According to VEB, that position conflicts with ABN’s responsibility to shareholders to assess all proposals fairly.
Under Dutch law, a company must seek shareholder approval for “major transactions” – those involving a unit comprising more than one-third of the parent company’s total assets.
While LaSalle does not qualify on those grounds, Mr de Vries argued: “That is just one of the possible criteria [under the law]. I think any judge would consider this a major transaction.”
ABN said it had met all legal requirements in relation to the sale process.