A court has blocked Dutch bank ABN Amro's plan to sell its US banking business LaSalle to Bank of America for $21bn (£10.5bn).
The decision could scupper plans by Britain's Barclays bank to take over the Netherlands' biggest bank.
The disposal of LaSalle was part of a planned merger deal hammered out by ABN and Barclays.
But rival banks - including Royal Bank of Scotland - and an ABN shareholder group were opposed to the US sell-off.
A group representing smaller ABN shareholders had argued that the decision to sell LaSalle was made without shareholder approval and was designed to deter rival bids for ABN.
A European banking consortium led by Royal Bank of Scotland has indicated that it is willing to outbid Barclays for control of ABN, on condition that LaSalle remains part of the Dutch group.
Royal Bank of Scotland, together with Spain's Santander and Belgian-Dutch bank Fortis, has said it could pay up to £49bn for ABN, trumping Barclays' agreed £45bn takeover bid.
Break-up
"The accelerated side deal... opens a legal minefield"
The Amsterdam commercial court ruled that ABN's management could not go ahead with the sale of LaSalle to Bank of America without first putting the decision to a vote by shareholders.
Dutch investor group VEB - who launched the legal action - dubbed the injunction "a great, great victory for shareholders".
UK hedge fund TCI, a fellow investor in ABN, also welcomed the ruling saying it was "an essential step in rectifying a flawed sales process".
Many of the bank's shareholders have suggested they would prefer the potential offer put forward by the Royal Bank of Scotland consortium, which is not only higher but also partly in cash.
However, the court's ruling could prompt further legal action.
Bank of America said it would take "all necessary steps" to protect its legal rights over LaSalle, and is reported to be ready to sue for damages of up to ten times the purchase price - $220bn - if the LaSalle deal is blocked.
"The accelerated side deal to sell LaSalle has created a non-comparable situation for shareholders, may deter the highest offer and opens a legal minefield," said Keefe, Bruyette & Woods analyst Jean-Pierre Lambert.
The Royal Bank of Scotland consortium eventually plans to break up ABN if it wins control of the bank, while Barclays has pledged to shift the enlarged group's headquarters to Amsterdam if its bid is successful.
The sale of ABN Amro was sparked by a campaign by the Children's Investment Fund, which wanted the Dutch bank to break itself up to maximise shareholder value.
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