Shareholder Rights Directive 2007

The Shareholder Rights Directive 2007/36/EC, amended by the Directive 2007/828/EU establishes requirements in relation to the exercise of certain shareholder rights attached to EU listed companies. It also establishes specific requirements in order to encourage shareholder engagement, in particular in the long term.[1]

The Shareholder Rights Directive 2007 replaced the First Company Law Directive 68/151/EEC. It set out minimum requirements relating to the holding of meetings in the EU. The directive was amended and largely extended by Directive 2017/828/EU of 17 May 2017 as regards the encouragement of long-term shareholder engagement.

Contents

The directive's structure is as follows:

  • Chapter Ia. Identification of shareholders, transmission of information, facilitation of exercise of shareholders rights
  • Chapter Ib. Transparency of institutional investors, asset managers and proxy advisors
  • Chapter II on General meetings of shareholders including the remuneration of directors and related party transactions:
    • art 5, shareholders should be given 21 days notice of meetings, votes by electronic means should be facilitated
    • art 6, that a threshold no higher than 5% of shareholders must be able to table resolutions at meetings
    • art 9, to ask questions
    • art 10, to vote by proxy
    • art 14, voting results publishable on website

Notes

  1. ↑ Article 1, paragraph 1 of amended directive, as amended by http://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX:32017L0828

References

Books
  • S Grundmann, European Company Law (Intersentia 2006)
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