Shareholder Rights Directive 2007

The Shareholder Rights Directive 2007/36/EC, amended by the Directive 2017/828/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 t.

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

See also

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
  • S Grundmann, European Company Law (Intersentia 2006)
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