Post by Sapphire Capital on Jul 11, 2008 5:48:08 GMT 4
Shareholder Passivity, Cross-Border Voting and the Shareholder Rights Directive
DIRK A. ZETZSCHE
Heinrich Heine University Duesseldorf - Faculty of Law - Center for Business & Corporate Law (CBC)
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Journal of Corporate Law Studies, Vol. 8, No. 2, 2008
CBC-RPS No. 0031
Abstract:
This paper focuses on the low cross-border turnout of shareholders at European shareholder meetings. In its first part, opposing the prevailing view among US law & economics scholars it holds that law matters in the efforts to facilitate cross-border voting. This is particularly true for procedural requirements. Thus, legislative action, such as the Shareholder Rights Directive, may indeed have beneficial effects on voting turnouts across Europe. In its second part, this paper examines the impact of the Shareholder Rights Directive on procedural costs of shareholders. The Directive seeks to lessen procedural costs through the use of the internet. While it does not force a kick-start of EC Member States into the digital age, it constitutes a significant step forward in harmonizing the procedure of shareholder meetings across Europe. From a procedural point of view cross-border investors are likely to benefit from the legal certainty that the Directive provides, as well as the lower costs for the digital exercise of shareholder rights in those states which have previously refrained from implementing digital options for shareholders. The third part of this paper assesses whether - and if so which - additional steps are necessary in order to further reduce procedural costs of shareholders exercising their rights in cross-border Europe. It holds that the Shareholder Rights Directive failed to mandate an efficient regime governing the identification and authorization of shareholders who hold their shares within a chain of intermediaries and suggests four remedies to be taken by legislators.
papers.ssrn.com/sol3/Delivery.cfm/SSRN_ID1120915_code489983.pdf?abstractid=1120915&mirid=1
DIRK A. ZETZSCHE
Heinrich Heine University Duesseldorf - Faculty of Law - Center for Business & Corporate Law (CBC)
--------------------------------------------------------------------------------
Journal of Corporate Law Studies, Vol. 8, No. 2, 2008
CBC-RPS No. 0031
Abstract:
This paper focuses on the low cross-border turnout of shareholders at European shareholder meetings. In its first part, opposing the prevailing view among US law & economics scholars it holds that law matters in the efforts to facilitate cross-border voting. This is particularly true for procedural requirements. Thus, legislative action, such as the Shareholder Rights Directive, may indeed have beneficial effects on voting turnouts across Europe. In its second part, this paper examines the impact of the Shareholder Rights Directive on procedural costs of shareholders. The Directive seeks to lessen procedural costs through the use of the internet. While it does not force a kick-start of EC Member States into the digital age, it constitutes a significant step forward in harmonizing the procedure of shareholder meetings across Europe. From a procedural point of view cross-border investors are likely to benefit from the legal certainty that the Directive provides, as well as the lower costs for the digital exercise of shareholder rights in those states which have previously refrained from implementing digital options for shareholders. The third part of this paper assesses whether - and if so which - additional steps are necessary in order to further reduce procedural costs of shareholders exercising their rights in cross-border Europe. It holds that the Shareholder Rights Directive failed to mandate an efficient regime governing the identification and authorization of shareholders who hold their shares within a chain of intermediaries and suggests four remedies to be taken by legislators.
papers.ssrn.com/sol3/Delivery.cfm/SSRN_ID1120915_code489983.pdf?abstractid=1120915&mirid=1