Lakshmi Mittal leased and then acquired the Iron and Steel Company of Trinidad and Tobago (ISCOTT) in 1989. The state ploughed capital into the mill but it registered outsized losses. At that time, Mittal owned one steel mill in Indonesia. Mittal worked magic and negotiated crypt rates and prices for: natural gas, electricity, water, land rental and port fees. The plant’s fortunes turned around. It was renamed Caribbean Ispat. It was spinning money. By 1995, Mittal purchased steel mills in Mexico, Canada, Kazakhstan and Germany from the Point Lisas profits.
In 2006, a Dutch stichting was created in the face of a non-solicited public bid by Mittal Steel N.V. for Arcelor S.A. The valuable American asset of Arcelor S.A., the Canadian steel mill Dofasco, was placed in a stichting to guarantee that Arcelor S.A. could not sell or be forced to sell Dofasco while it remained under full operational control of Arcelor S. A. It was a crown jewel lock up.
Earlier that year, Arcelor acquired Dofasco and placed its shares in a trust as part of its defence against a €26bn takeover bid by Mittal Steel Co. Once Arcelor and Mittal Steel merged to create the world’s principal steelmaker, they agreed to sell off the Canadian unit to ThyssenKrupp of Germany for $4.6bn (€3.58bn). The newly formed Arcelor Mittal steel group was blocked from selling Dofasco, its Canadian unit, after the directors of the Strategic Steel Stichting, the Dutch foundation which holds Dofasco’s shares, refused to dissolve the foundation. ThyssenKrupp exhausted every possibility to bring about the sale of Dofasco as bindingly agreed by Mittal Steel.
The Strategic Steel Stichting, a Dutch trust to which Arcelor SA gave ownership of Dofasco to thwart a takeover by Mittal Steel Co., rejected a request to sell the Canadian steel unit. Mittal had pledged to sell Dofasco to Germany’s ThyssenKrupp if it bought Arcelor. The Luxembourg-based Arcelor Mittal boards decided not to sue based on opinions from jurists that the prospects for success of any such litigation against the Stichting were remote.
A Dutch stichting is a self-contained legal entity with a separate legal personality that has no members or shareholders. No one owns a stichting. A stichting is governed and, by default, represented by its board. Initial members are identified and named on the occasion of the formation of the deed and any subsequent changes are outlined in the articles of association. The authority to dismiss or appoint members to the board is attributed to the board itself in a system of co-optation. Co-optation insulates the stichting from activist shareholder approaches and from non-solicited bids. In effect, a Dutch stichting remains a useful international takeover defence against mergers and acquisitions which lurk just beneath the surface.
A stichting is created solely for a clearly defined purpose and the articles of association provide the milieu in which the stichting manoeuvres. A stichting is established via the execution of a notarial deed of formation before a Dutch civil-law notary and must be registered with the trade register at the Dutch Chamber of Commerce. Once established, a stichting can attract funding from governmental or other subsidies, gifts, donations, and fundraising. No capital is required to establish a stichting and the board members and founders of a stichting are not personally liable for debts and other obligations and liabilities of the stichting.
The creation of depositary receipts for shares in the share capital of a Dutch company is a typical feature in Dutch law and practice. Using a stichting administrative office structure, the economic ownership of shares can be separated from legal ownership. In exchange for the issuance of shares by the company, the autonomous stichting involved will issue depository receipts for the underlying shares which may be admitted to public trading.
Fashioning indigenous financial and market structures occurred during the period 1964 to 1968 with the Central Bank Act, the Commercial Banking Act, the Insurance Act, the Finance Institutions (Non-Banking Act) and the Financial Institutions Act. The T&T Stock Exchange was created by the Securities Industry Act (SIA) 1981, which was repealed by the SIA 1995 and proclaimed in 1997. Thereupon, 77 market participants were registered as Brokers, Reporting Issuers, Underwriters, Dealers, Traders, Securities Companies, Self-Regulatory Organizations and Investment Advisors.
Before long, the capital market was valued around TT$6.35 billion, or near 16% of GDP. The value of the equity market during the period 1998-2012, rose from TT$846 million to TT$94.38 billion; debt securities outstanding rose to TT$67.94 billion from an estimated TT$2 billion; mutual funds grew from TT$4 billion to TT$41.96 billion and securitized instruments rose from an estimated TT$636 million to TT$50.55 billion.
By the end of fiscal 2010/2011, there were 208 market actors and reporting issuers. In March 2012, the capital market value wasTT$251.4 billion or 175% of GDP, as compared to 16% in 1997. An increase of over 3000 percent. It is vital to puzzle over the future shape of a regulatory framework as CSME firms can easily become knotted in Dutch stichting and other flat world formulae. An impatient future is ahead and it requires regulatory oversight to preserve market integrity, investor protection and enforcement capacity.
