The Swiss spinning machine manufacturer Rieter wants to file a criminal complaint against the Picanol top guys Luc Tack and Stefaan Haspeslagh because they allegedly misused confidential information as drivers. But Tack and Haspeslagh strongly deny the allegations.
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Problems in Switzerland for Luc Tack, the strong man behind the Ypres loom builder Picanol and the chemical company Tessenderlo. The Swiss Rieter, the world’s largest supplier of yarn spinning machines, wants to remove Tack and Stefaan Haspeslagh, the financial director of Picanol, from its board of directors. In a press release in which Rieter announces a triple takeover, the company claims that Tack and Haspeslagh have abused their position as directors.
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The essence
- The Swiss machine builder Rieter is going to file a criminal complaint against Luc Tack and Stefaan Haspeslagh, the top guys of the Ypres loom maker Picanol.
- Both also sit on Rieter’s board of directors. According to the Swiss, they would have misused confidential information in a takeover matter.
- Rieter bought divisions from another Swiss machine builder for 300 million euros. Tack and Haspeslagh would have used information about this to launch a bid themselves. The two vehemently deny the allegations.
- The duo risks a heavy fine and in the most extreme case a prison sentence. But according to top lawyers, these kinds of cases usually come to a settlement.
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Rieter paid 300 million euros for three branches of Saurer, another Swiss manufacturer of looms. But according to Rieter, Tack and Haspeslagh used internal information from Rieter’s board of directors to make their own offer. ‘This is a serious violation of the interests of Rieter and all stakeholders. For the board of directors, this is a continued breach of trust, which makes further cooperation impossible,” the Swiss said on Monday. in a press release.
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For that reason, Rieter is organizing an extraordinary general shareholders’ meeting, at which the resignation of Tack and Haspeslagh will be requested. Rieter also says he will file a criminal complaint against the duo. It is not clear what evidence Rieter has against Tack and Haspeslagh.
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‘Unfounded allegations’
Tack and Haspeslagh strongly deny Rieter’s allegations. The rules on conflicts of interest were always respected, Picanol emphasized on Monday evening in a statement press release. “They (Tack and Haspeslagh) did not participate in Rieter’s deliberations or decisions regarding the acquisition of parts of Saurer, nor did they access or use information shared through Rieter about the Saurer case.”
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Picanol does indicate that it has had a commercial relationship with the controlling shareholder of Saurer for years. In that capacity, it also examined how to rescue the company’s European operations, which had run into financial difficulties. Those discussions did not result in a formal offer, but Picanol did provide Saurer with a loan of 20 million euros.
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Luc Tack and Stefaan Haspeslagh did not participate in the deliberations at Rieter or in the decisions regarding the acquisition of parts of Saurer in the context of corporate governance, nor did they access or use information about the Saurer case shared via Rieter.
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Tack would have informed the CEO of Rieter that there was an opportunity to strengthen the company by acquiring certain parts of Saurer. That has happened, and Picanol says it has offered Rieter’s board of directors to co-finance the deal by participating in a possible capital increase. Picanol concludes with the message that Tack and Haspeslagh will cooperate with any investigation to show that the allegations are unfounded.
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jail sentence or settlement
Drivers found guilty in Switzerland of misusing insider information risk a fine of almost 500,000 euros and a prison sentence of three to five years. In practice, however, it rarely happens that drivers receive such severe penalties for misuse of confidential information. “A settlement is usually reached in these types of crimes,” says a top lawyer who wishes to remain anonymous.
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It is rare for drivers to receive severe penalties for misuse of confidential information. Usually it comes to a settlement.
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‘The information you hear on a board of directors belongs to the company,’ the lawyer explains. ‘As a director you are obliged to serve the interests of that company as well as possible. This loyalty and duty of discretion also apply in Belgium and violations of trade secrets and misuse of company assets can be prosecuted criminally.’
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Conflicts of Interest
In Belgium, company law states that directors may not be involved in decisions of their company if conflicts of interest may arise, says Lutgart Van den Berghe of the directors’ institute Guberna. ‘Extra rules have been developed for listed companies to protect the rights of small and institutional shareholders when providing company information.’
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A chairman of a company does not always realize that one of its directors may also sit on a board elsewhere. In the event of possible conflicts of interest, you as a director must have the integrity to report this.
Lutgart Van den Berghe
Board member Guberna and member of the board of directors at, among others, Belfius.
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The corporate governance code for listed companies adds an extra layer on top of this. Van den Berghe: ‘It obliges directors to sound the alarm themselves if there is an item on the agenda where there is a conflict of interest. A chairman of a company does not always realize that one of its directors may also be a board member of another company with which a contract may be signed. If you find yourself in such a situation as a director, you must have the integrity to report it.’
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Picanol
, which is 94 percent owned by Luc Tack, had joined Rieter in March to diversify its activities in the textile industry. In recent years, the Ypres group also built up a 62.5 percent interest in the chemical group Tessenderlo. Five years ago Tack still received a lot of criticism because he wanted to merge Picanol and Tessenderlo. According to many shareholders, the proposal that Tack put on the table at the time only worked in his favor.
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