CEO Fritz Henderson, trying to soothe Adam Opel GmbH employees infuriated by General Motors Co.'s decision to retain Opel, says he's willing to give the unit a certain amount of autonomy. "The business will have both the authority and the
independence to be successful," he said after two days of meetings at Opel's headquarters in Rüsselsheim, Germany.
But how much independence?
The union has demanded that Opel's incorporation status be changed from a "GmbH" to an "AG," according to Bloomberg -- a change that would vest Opel employees with more control over the direction and strategy of the company.
An AG has a two-tiered board. A management board, with seats held by company executives, makes the major decisions, while a supervisory board, made up of shareholders, union representatives and employees, has veto power and can remove members of the management board. A GmbH, on the other hand, is usually run by a small group of managing directors, with much less say for employees.
Changing the legal status would actually be quite simple, Florian Drinhausen, partner at Linklaters in Frankfurt, explained. Opel would need to get approval from GM's board as well as confirmation that net assets cover the capital of the company in its new form -- or in other words, it would need to prove it's not a negative equity situation.
But the chances that GM would actually approve a transition are "zero," according to Ferdinand Dudenhöffer, director for the Center of Automotive Research at the University of Duisberg-Essen.
"Why would GM focus on topics that are not essential for the company?" he asked. Indeed, he doubts the unions really even expect that GM would put them on a board that would supervise the expected layoffs of 20% or more of the workforce. The request was more so the workers council could demonstrate that it was "fighting for workers' rights," he maintained.
No doubt the council will continue to fight. But not from a position on a supervisory board -
Sara Behunek
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