No vote needed for ABN's LaSalle sale-adviser

AMSTERDAM, June 26 (Reuters) ABN AMRO's sale of US subsidiary LaSalle does not need shareholders' approval, a law professor advising the Dutch Supreme Court said on Tuesday, raising the chances of Barclays taking over the Dutch bank.

Advocate General Vino Timmerman's advice could indicate how the court will rule on the frozen billion sale of Chicago-based LaSalle Bank to Bank of America, part of ABN's agreement to be bought by Britain's Barclays.

A Dutch commercial court froze the billion sale of Chicago-based LaSalle to Bank of America in May pending a shareholders' vote, but ABN and others appealed against the decision.

''The Advocate General advises the Supreme Court to quash the Commercial Court's ruling,'' Timmerman said in a statement, adding that the LaSalle transaction does not need shareholders' approval based on article 2:8 of the Dutch civil code.

The LaSalle deal is key to the takeover battle for ABN, which a consortium led by Royal Bank of Scotland also wants to buy. The Barclays offer for ABN is conditional on LaSalle being sold, while the RBS consortium's offer is conditional on LaSalle remaining part of ABN.

Alex Potter, bank analyst at Collins Stewart said: ''It's clear the Dutch Supreme Court doesn't have to take the advice of the advocate general, but obviously it's quite a severe blow to the aspirations of Royal Bank.'' The Supreme Court follows the advocate general's opinion in eight out of 10 cases, according to analysts at Keefe, Bruyette&Woods.

ABN has said it might put the LaSalle deal to a shareholders' vote depending on the court's judgement, but the bank did not indicate what it would do next.

''We will study the advisory opinion and await the judgement of the Supreme Court, which we expect to be rendered mid-July.'' ABN AMRO said in a statement.

ABN shares fell 1.2 percent to 34.05 euros by 0725 GMT.

Barclays shares fell 1.3 percent to 711 pence while RBS shares were up 0.5 percent Barclays's all share offer is currently worth about 63 billion euros (.8 billion) while RBS and its partners Santander and Fortis are willing to pay about 71 billion euros, mostly in cash.

Both deals would be the biggest bank takeover.

Bank of America, which sued ABN over the suspended sale of LaSalle, said two weeks ago that it would delay its lawsuit to wait for the Dutch Supreme Court's ruling.

Reuters PV DB1342