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The Shareholder Rights Directive II
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The Shareholder Rights Directive II

A Commentary

9781839101229 Edward Elgar Publishing
Edited by Hanne S. Birkmose, Professor, Department of Law, Aarhus University, Denmark and Konstantinos Sergakis, Professor, School of Law, University of Glasgow, UK
Publication Date: 2021 ISBN: 978 1 83910 122 9 Extent: 400 pp
This Commentary is the first comprehensive work to analyse the revised EU Shareholder Rights Directive (SRD II). SRD II sets a new agenda for engaged shareholders and sustainable companies in the EU, sparking a wider debate on the adoption of duties in company and capital markets law. By providing a systematic and thorough framework for analysis, this Commentary evaluates the purpose and aims of SRD II and further enriches the debate on the usefulness of the EU’s drive to encourage long-term shareholder engagement.

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Critical Acclaim
Contributors
Contents
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This Commentary is the first comprehensive work to analyse the revised EU Shareholder Rights Directive (SRD II). SRD II sets a new agenda for engaged shareholders and sustainable companies in the EU, sparking a wider debate on the adoption of duties in company and capital markets law. By providing a systematic and thorough framework for analysis, this Commentary evaluates the purpose and aims of SRD II and further enriches the debate on the usefulness of the EU’s drive to encourage long-term shareholder engagement.

Key features include:

• article-by-article analysis of each of the provisions as adopted in the revised SRD II
• contribution to the ongoing discussions on shareholder rights and duties anticipated to be at the centre of debate for years to come
• detailed explanation by leading scholars in the field to ensure complete understanding of each SRD II provision for the reader
• exploration of the two pillars of shareholder engagement: the facilitation of shareholder rights and improved communication to bridge procedural gaps and implementation of transparency obligations applicable to companies, investors and service providers.

This Commentary will be a key resource for legal practitioners, legislators, scholars and students alike, working in the fields of corporate governance, alternative dispute resolution and financial law.
Critical Acclaim
‘The Shareholder Rights Directive II has Europeanised important aspects of corporate governance, including reporting requirements of institutional investors, executive compensation, and related-party transactions. This book provides the most comprehensive and detailed analysis of the Directive to date. It will serve well anyone interested in the policies underlying the Directive, its interpretation, and its historical genesis.’
– Martin Gelter, Fordham University, US

‘Shareholders are vital to European corporate governance, but they can only deliver with an appropriate legal framework. This Commentary is a must-read for anyone interested in corporate governance and the role of shareholders in ensuring sustainable corporate growth. It provides the first in-depth authoritative analysis of the new provisions of the SRD II and on their impact on different European legal traditions. An invaluable guidance based on a comprehensive and systematic reading of the revised regulatory framework.’
– Carmine Di Noia, CONSOB, Italy

‘A valuable and insightful book on the interpretation of shareholder engagement and accountability roles in the Shareholder Rights Directive 2017. The expert authors provide detailed and critical analyses which raise important questions about the clarity and effectiveness of the provisions.’
– Iris H-Y Chiu, University College London, UK

Contributors
Contributors: A. Bartolacelli, M. Bianchi, H.S. Birkmose, M. Gargantini, S. Gomtsian, A. Lafarre, M.B. Madsen, C. Malberti, J.A. Mayer, M. Milič, K. Sergakis, U. Torggler, C. Van der Elst
Contents
Contents:

PART I INTRODUCTION
1. SRD II: Political ambitions and regulatory rationales 2
Hanne S. Birkmose and Konstantinos Sergakis
2. Articles 1 and 2: Scope and definitions 18
Marina B. Madsen

PART II IDENTIFICATION OF SHAREHOLDERS, TRANSMISSION OF
INFORMATION AND FACILITATION OF EXERCISE OF
SHAREHOLDER RIGHTS
3. Article 3a: Identification of shareholders 42
Matteo Gargantini
4. Article 3b: Transmission of information 74
Corrado Malberti
5. Article 3c–3f: Facilitation of the exercise of shareholder rights 104
Alessio Bartolacelli

PART III TRANSPARENCY OF INSTITUTIONAL INVESTORS, ASSET
MANAGERS AND PROXY ADVISORS
6. Article 3g: Engagement policy 143
Hanne S. Birkmose
7. Article 3h: Investment strategy of institutional investors and arrangements with
asset managers 164
Hanne S. Birkmose
8. Article 3i: Transparency of asset managers 187
Suren Gomtsian
9. Article 3j: Transparency of proxy advisors 219
Julia Anna Mayer and Ulrich Torggler
10. Article 3k: Review 246
Hanne S. Birkmose

PART IV REMUNERATION OF DIRECTORS
11. Article 9a and 9b: Say on pay 250
Anne Lafarre and Christoph Van der Elst

PART V TRANSPARENCY AND APPROVAL OF RELATED PARTY
TRANSACTIONS
12. Article 9c: Transparency and approval of related party transactions 286
Marcello Bianchi and Mateja Milicˇ

PART VI PENALTIES
13. Article 14a and 14b: Enforcement of SRD II provisions 320
Alessio Bartolacelli, Marcello Bianchi, Hanne S. Birkmose, Matteo Gargantini,
Suren Gomtsian, Anne Lafarre, Corrado Malberti, Julia Anna Mayer, Mateja Milic,
Konstantinos Sergakis, Ulrich Torggler and Christoph Van der Elst

Index 351

This title is available for institutional purchase via Elgaronline.

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