Elgar Financial Law series
Edited by Kern Alexander and Niamh Moloney
Chapter 6: Of Corporations and Plumbers: Shareholder Voting Rights and Securities Clearing Settlements in Europe
6. Of corporations and plumbers: Shareholder voting rights and securities clearing and settlement in Europe1 Agata Waclawik-Wejman2 INTRODUCTION The framework for cross-border voting in Europe in the intermediated securities environment is currently being strengthened, reflecting its importance as a mechanism for promoting the integration of European capital markets. The fact that shareholdings in listed companies across Europe are evidenced as book entries on accounts maintained by intermediaries leads to the dependence of the core corporate relationship between the issuer and the shareholder on the soundness of the related cross-border securities clearing and settlement infrastructure – sometimes dubbed the plumbing of the capital markets. The barriers to cross-border exercise of shareholder rights in Europe show that it is not possible to create an effective corporate governance framework without a well-functioning capital markets infrastructure. From the law reform perspective, the efficient and effective cross-border exercise of shareholder rights is not possible without a sound legal framework for cross-border intermediated securities holdings. Of particular importance are: (i) the identification of the shareholder to enable her to exercise her voting rights; (ii) communication between the issuer and This chapter was submitted to the Hart workshop in 2009 and updates an earlier paper based on the presentation given at the Seminar on Shareholder Rights on 19 May 2008 at the Stockholm Center for Commercial Law, Stockholm University, entitled ‘Shareholder Rights in the Intermediated Holding Structures’ (Stockholm, 2009). 2 INPRIS Institute, Warsaw and Polish-German Banking Law Center, Jagiellonian University, Cracow. Member of the Legal Certainty Group of...
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