Company Law, Modernisation of Company Law and Enhancement of Corporate Governance, Shareholder's rights

Shareholder’s rights

The Commission Action Plan on modernising company law and enhancing corporate governance in the European Union set the improvement of the rights of shareholders of companies across the Member States as a priority. After it carried out two public consultations, the Commission, therefore, proposed on 5 January 2006 a directive which was formally adopted in June 2007. The Directive that has to be transposed into Member States’ laws by summer 2009 will ensure in particular that shareholders have timely access to the complete information relevant to general meetings and facilitates the exercise of voting rights by proxy. Furthermore, the directive provides for the replacement of share blocking and related practices through a record date system.

09/04/2014 – Revision of the Shareholder Rights Directive

On April 2014 the European Commission presented a proposal for the revision of the Shareholder Rights. The proposal would tackle corporate governance shortcomings relating to listed companies and their boards, shareholders (institutional investors and asset managers), intermediaries and proxy advisors (i.e. firms providing services to shareholders, notably voting advice).

17/04/2013 – Summary of the informal discussions concerning the initiative on shareholders engagement

The Services of the Commission have engaged in informal discussions with a number of stakeholders on measures aimed at increasing shareholder engagement. The roundtable debates took place in Brussels between 29 January and 1 February 2013. The summary of these informal discussions gives an overview of the main issues and arguments raised by the stakeholders.

21/10/2010 – List of days provided for according to Article 15 of Directive 2007/36/EC

On 21 October 2010, the Commission published a list of the number of days specified by the Member States according to Directive 2007/36/EC of the European Parliament and of the Council of 11 July 2007 on the exercise of certain rights of shareholders in listed companies.

In detail, this concerns the following points:

  • Each Member State shall set a single deadline, with reference to a specified number of days prior to the general meeting or the convocation, by which shareholders may exercise the right to put items on the agenda of the general meeting.
  • Each Member State may set a deadline for the exercise of the right to table draft resolutions for items included or to be included on the agenda of a general meeting.
  • Each Member State shall ensure that a single record date applies to all companies. However, a Member State may set one record date for companies which have issued bearer shares and another record date for companies which have issued registered shares, provided that a single record date applies to each company which has issued both types of shares.

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Third public consultation

Comments had to be received by 27 July 2007

Adoption of the Directive

  • Press release (12.06.2007)
  • Directive 2007/36/EC of the European Parliament and of the Council of 11 July 2007 on the exercise of certain rights of shareholders in listed companies (14.7.2007)

Proposal for a directive

The Commission proposes a directive on the exercise of shareholders’ voting rights (5.1.2006)

Second public consultation

[closed]

Comments had to be received by 15.7.2005.

First public consultation

[closed]

Comments on this note had to be received by 16.12.2004.

Last update: 15.05.2014