An investment fund called on Wednesday for Ahold Delhaize to allow its shareholders to decide whether the Dutch-Belgian supermarket group should keep a defence mechanism against unwanted takeovers that is set to expire in December.
The company's boards argue they can retain the mechanism - which gives an independent body the right to issue shares to thwart a takeover - without shareholder approval.
Extraordinary Shareholders Meeting
Catherine Berjal, the co-founder of French investment fund CIAM, told Reuters that if Ahold Delhaize declined to let investors decide, she would ask a judge at Amsterdam's Enterprise Chamber to call an extraordinary shareholders' meeting to vote on the matter anyway.
"The authorisation to issue shares is given to shareholders by law," she said in an interview ahead of Ahold Delhaize's annual shareholder meeting.
"We really think it's unlawful" for the company to deny shareholders a vote, she said.
Ahold Delhaize's position on the defence has also been challenged by Dutch shareholders' association VEB.
Ahold Delhaize has said it will allow discussion of the matter, but no vote.
On The Agenda
In 2016, the company briefly put an extension of the takeover defence on the agenda for that year's annual meeting, but retracted it after shareholder corporate governance advisory group Glass Lewis advised a "no" vote.
Berjal, whose fund holds less than 1 percent of Ahold Delhaize's shares, said she had the support of investors owning at least 10 percent of the company's shares, and that they would pool legal costs, if necessary.
"We believe management has done a really good job" in integrating Delhaize, which Ahold purchased for 9.3 billion euros ($11.5 billion) in 2015, she said.
"I trust them. But I don't want them to do nothing (become complacent) because they are protected" by the takeover defence.
She said Dutch corporate law, which gives a company's boards the right to determine strategy, was a strong enough protection against takeovers.