Samenvatting

The change-in-control provision of the Clawback of Bonuses Act limits the director’s ability to gain from a change-in-control by a deduction of the share value by the lowest increase in share value over a determined reference period. The provision therefore limits the effectiveness of share and option incentives. The intention of this research is to find what the effect of the change-in-control provision is on shareholder value and how ISS should advise its clients on the change-in-control provision.
The research method used is a case study. The cases that are selected for the case study are (i) ABN Amro Royal – Bank of Scotland, Banco Santader and Fortis Bank (2007), (ii) Numico – Danone Groupe (2007), (iii) Draka Holding – Prysmian (2011), (iv) Crucell – Johnson & Johnson (2011), and (v) Douwe Egberts – Reckitt Benckiser plc (2012).