Work Councils, Acquisitions and Corporate Governance in the Netherlands - Creating an Organisation within an Organisation - European Business Law Review View Work Councils, Acquisitions and Corporate Governance in the Netherlands - Creating an Organisation within an Organisation by Steve Letza,Xander Vehof - European Business Law Review Work Councils, Acquisitions and Corporate Governance in the Netherlands - Creating an Organisation within an Organisation Steve Letza Xander Vehof 18 4

Through legislation, the Dutch system of corporate governance has sought to provide a role for employees, as a stakeholder group, through the statutory rights given to works councils. This paper seeks to examine how that role and the rights of employees can be distorted in a merger and acquisition event. The Dutch system of Works Councils appears to have been developed within the context of a single firm, single jurisdiction environment where the complications of a parent-subsidiary group relationship involving crossing of boundaries of both culture and jurisdiction are not considered. The events at Delta Lloyd Group are provided as a case-study to illustrate the difficulties of Works Councils in a corporate group structure. This is placed within the context of corporatism as a transformation process and a changing framework for governance and worker participation at EU level.

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