AN AMERICAN IN GOTHENBURG

Beneath the office blocks and factories that compose its landscape today, this modern, industrious city in southwestern Sweden boasts an advanced system of granite fortifications buttressed by extensive piling deep in the ground.

It's a legacy of King Gustav Adolf II, who founded modern Gothenburg in 1621, and it carries a message even today: People around here know a thing or two about invaders. They've been dealing with them for a long time.Which brings me to Thomas Holt, the American shipping executive who last week came to Gothenburg hoping to take over Atlantic Container Line, which has its legal headquarters here, and walked away empty-handed.

Mr. Holt's story is well known in the United States. He has built a small family business into a powerhouse on the Philadelphia waterfront, with trucking, warehousing and stevedoring assets, and also acquired a ship line, Navieras NPR Inc., along the way.

Mr. Holt, who with a 17 percent stake and options to purchase another 12 percent is the largest shareholder in ACL, had his gaze set on wider horizons. He initially proposed to buy all of ACL, but that effort stalled amid suggestions by stock analysts that he didn't have the money.

Then he tried to buy more shares, short of buying the entire company, and was told that, under terms of what the company viewed as a standstill agreement, he could not.

So he tried another tack: Despite owning only 17 percent of ACL he proposed to fire two of the four board members, including the chairman of the board, and replace them with a four-man slate hand-picked by himself. That would give him a two-thirds majority on the board, conferring effective control of the company without having to actually buy it. This plan required stockholder approval.

So the battle was called and a date was set. The shareholders of ACL, who are mainly Swedish and Norwegian, were asked to decide on Nov. 17 whether to fire the board of a company that is doing fairly well in the marketplace, and replace it with a board chosen by an American who owns a minority stake (albeit the largest minority stake).

It was a long shot for Mr. Holt, but the current board and management took no chances. In fact, they got very busy, mustering an astounding 85 percent of shareholders to vote either in person or by proxy. The board chairman, Jon-Aksel Torgersen, told reporters that shareholders should reject Mr. Holt's proposal. ACL posted the same advice on its Web site for all the world to see.

The result was a lopsided vote: Of the nearly 11 million shares voted, Mr. Holt garnered less than one-third - indeed, not much more than the shares he already controls plus those to which he holds purchase options.

Nor did he win any consolation prizes, or much accommodation of any sort. The meeting was held in Swedish, not exactly Mr. Holt's first language. The company said that was a legal requirement. But they all speak perfect English and could have modified the rule - perhaps by making the meeting bilingual - if they were so inclined, which apparently they were not.

The board also gave no quarter when it came to Mr. Holt's suggestions of possible joint efforts, including combining the purchasing power of ACL and the Holt Group when buying inland transportation in the United States. ''Why should we cooperate on rates?''ACL president and board member Olav Rakkenes said after it was all over. ''My rates are as good as his.''

The hard line may reflect more than a bit of irritation with Mr. Holt, not just for taking a run at the board based on having a better ''strategic direction'' that he never outlined, but for doing so in a public, confrontational way that gave the board and management no fallback position and no room for maneuver.

Indeed, Mr. Holt's gambit, while perfectly acceptable in the go-getter American context, was about as culturally dissonant as you can get in Scandinavia.

The business elite here is small and tightly knit, disagreements among top executives tend to be kept well-hidden, and everyone seems to be serving on everyone else's board of directors (even within the same industry).

It's not that all is sweetness and light. When Olav Rakkenes himself took over the company nearly a decade ago, this newspaper wrote: ''The plain-speaking Mr. Rakkenes, who has earned a reputation for colorful language, ruffled a few feathers in dealing with other shareholders during the lengthy fight for control of ACL.'' But the point is, he did that ruffling behind closed doors.

Into this world strode Thomas Holt, saying he could do a better job than the current management, and very likely reminding some of his listeners of their deepest suspicions about what Americans are like.

In the back of many Europeans' minds is the uneasy feeling that many Americans can be - ah, how to say this delicately - a bit blunt and heavy handed, somewhat lacking in finesse, and a little too ready to engage in head-on confrontation when some nice, back-room dealmaking would do.

It's a stereotype, clearly, and an increasingly unfair one. But every so often an American comes along and does something - like asking for ketchup in France, or assuming that everyone in a remote Greek village speaks English, or calling for the corporate equivalent of a shoot-out at high noon - and European eyebrows are raised, and sometimes backs go up as well.

Which is probably what happened to Tom Holt on a wintry November day here in Gothenburg, where no one goes looking for a fight, but where there are fairly formidable psychological fortifications to defend against importunate outsiders who clearly aren't members of the club.

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