2018 R.R.D.A. 41 (2018)
Adoption of Directive 2017/828/EU: Rights and Obligations of Shareholders and Other Partners Listed Companies

handle is hein.journals/ririinesana2018 and id is 41 raw text is: 





Adoption de [a Directive 2017/828/UE:

droits et obligations des actionnaires et

autres partenaires des soci t s

cotees en bourse


dr. av. Raluca PAPADIMA1,1

            ABSTRACT


            This article discusses the main elements of Directive 2017/828/UE amending
            Directive 2007/36/EC as regards the encouragement of long-term shareholder
            engagement. Directive 2007/36/EC (Shareholder Rights Directive) was adopted
            in 2007 and, ten years later, in May 2017, it was strengthened through Directive
            2017/828/UE (Shareholder Engagement Directive).

            The primary objective of the Shareholder Rights Directive was to ensure that non-
            resident shareholders of listed companies are treated equally with shareholders
            residing in the Member State where the company's registered office is located,
            and in this way, reduce the administrative burden.The European institutions
            observed that the financial crisis of 2008-2009 revealed that shareholders in
            many cases supported managers' excessive short-term risk taking and that there
            is clear evidence that the current [eve[ of monitoring of investee companies and
            engagement by institutional investors and asset managers is often inadequate and
            focuses too much on short-term returns, which may lead to suboptimal corporate
            governance and performance. In this context, the Shareholder Engagement
            Directive was adopted. Like the Shareholder Rights Directive, it only applies to
            listed companies.

            Shares of listed companies are often held through complex chains of intermediaries
            which render the exercise of shareholder rights more difficult and may act as an
            obstacle to shareholder engagement. Companies are often unable to identify
            their shareholders. The identification of shareholders is a prerequisite to direct
            communication between the shareholders and the company and therefore essential
            to facilitating the exercise of shareholder rights and shareholder engagement. This
            is particularly relevant in cross-border situations and when using electronic means.
            The European institutions found that listed companies should therefore have
            the right to identify their shareholders in order to be able to communicate with
            them directly and that intermediaries should be required, upon the request of the
  Raluca Papadima est Professeur associe   l'Universite de Bucarest (Faculte de Droit et Faculte dAdministration et
Affaires) et   l'Universite de Paris 1 Pantheon-Sorbonne (Collge Juridique Franco-Roumain d'Etudes Europeennes). Elle
est egalement avocate, membre des barreaux de Bucarest, Paris et New York. Email: raluca.papadima@drept.unibuc.ro



               PIATA DE CAPITAL REVISTA ROMANA DE DREPT AL AFACERILOR NR. 1/2018 141

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