In its May 2003 Action Plan on Company Law and Corporate Governance,
the Commission proposed to carry out a study on the deviations from the
principle of proportionality between capital and control existing in the
Member States of the European Union. Stakeholders confirmed the need for
such a study in their response to the Spring 2006 consultation conducted
on the future priorities of the Action Plan.
The study commissioned in September 2006 was led by Institutional
Shareholder Services (ISS), associated to a European network of leading
academics, the European Corporate Governance Institute (ECGI) and the law
firm Shearman & Sterling. The study provides a useful factual background
to the issue of proportionality between capital and control, or the “one
share, one vote” issue as it is more commonly referred to.
The report is accompanied by detailed surveys of the academic
literature and of the empirical evidence on the “one share – one vote”
issue as well as by a detailed comparative legal study covering 16 Member
States of the European Union as well as Australia, Japan and the US.