The revised Shareholder Rights Directive has sparkled a vivid debate across the EU and has been associated with the adoption of duties in company law as well as capital markets law. The purpose of this commentary is to provide an analytical framework of the entire set of the SRD II provisions to further enrich the debate on the usefulness of this effort to encourage long-term shareholder engagement. The SRD II is based upon two main pillars that hopefully will unblock shareholder engagement: on the one hand, the facilitation of shareholder rights that purports to bridge communication and procedural gaps between shareholders and companies; on the other hand, a series of transparency obligations applicable to companies, investors, and service providers. The SRD II is here to stay, and for market actors to be able to absorb its rules, a collaborative model – that brings together various actors – needs to come at play.
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Front Matter
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PART I: INTRODUCTION
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PART II: IDENTIFICATION OF SHAREHOLDERS, TRANSMISSION OF INFORMATION AND FACILITATION OF EXERCISE OF SHAREHOLDER RIGHTS
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PART III: TRANSPARENCY OF INSTITUTIONAL INVESTORS, ASSET MANAGERS AND PROXY ADVISORS
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PART IV: REMUNERATION OF DIRECTORS
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PART V: TRANSPARENCY AND APPROVAL OF RELATED PARTY TRANSACTIONS
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PART VI: PENALTIES
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Back Matter
