Directive 2007/36 - Exercise of certain rights of shareholders in listed companies

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Contents

  1. Current status
  2. Key information
  3. Key dates
  4. Legislative text
  5. Original proposal
  6. Sources and disclaimer
  7. Full version
  8. EU Monitor

1.

Current status

This directive has been published on July 14, 2007, entered into force on August  3, 2007 and should have been implemented in national regulation on August  3, 2009 at the latest.

2.

Key information

official title

Directive 2007/36/EC of the European Parliament and of the Council of 11 July 2007 on the exercise of certain rights of shareholders in listed companies
 
Legal instrument Directive
Number legal act Directive 2007/36
Original proposal COM(2005)685 EN
CELEX number45 32007L0036

3.

Key dates

Document 11-07-2007
Publication in Official Journal 14-07-2007; OJ L 184, 14.7.2007,Special edition in Croatian: Chapter 17 Volume 002
Effect 03-08-2007; Entry into force Date pub. + 20 See Art 16
End of validity 31-12-9999
Transposition 03-08-2009; At the latest See Art 15

4.

Legislative text

14.7.2007   

EN

Official Journal of the European Union

L 184/17
 

DIRECTIVE 2007/36/EC OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL

of 11 July 2007

on the exercise of certain rights of shareholders in listed companies

THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE EUROPEAN UNION,

Having regard to the Treaty establishing the European Community, and in particular Articles 44 and 95 thereof,

Having regard to the proposal from the Commission,

Having regard to the opinion of the European Economic and Social Committee (1),

Acting in accordance with the procedure laid down in Article 251 of the Treaty (2),

Whereas:

 

(1)

In its Communication to the Council and the European Parliament of 21 May 2003, entitled ‘Modernising Company Law and enhancing Corporate Governance in the European Union — A Plan to Move Forward’, the Commission indicated that new tailored initiatives should be taken with a view to enhancing shareholders’ rights in listed companies and that problems relating to cross-border voting should be solved as a matter of urgency.
 

(2)

In its Resolution of 21 April 2004 (3), the European Parliament expressed its support for the Commission’s intention to strengthen shareholders’ rights, in particular through the extension of the rules on transparency, proxy voting rights, the possibility of participating in general meetings via electronic means and ensuring that cross-border voting rights are able to be exercised.
 

(3)

Holders of shares carrying voting rights should be able to exercise those rights given that they are reflected in the price that has to be paid at the acquisition of the shares. Furthermore, effective shareholder control is a pre-requisite to sound corporate governance and should, therefore, be facilitated and encouraged. It is therefore necessary to adopt measures to approximate the laws of the Member States to this end. Obstacles which deter shareholders from voting, such as making the exercise of voting rights subject to the blocking of shares during a certain period before the general meeting, should be removed. However, this Directive does not affect existing Community legislation on units issued by collective investment undertakings or on units acquired or disposed of in such undertakings.
 

(4)

The existing Community legislation is not sufficient to achieve this objective. Directive 2001/34/EC of the European Parliament and of the Council of 28 May 2001 on the admission of securities to official stock exchange listing and on information to be published on those securities (4) focuses on the information issuers have to disclose to the market and accordingly does not deal with the shareholder voting process itself. Moreover, Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market (5) imposes on issuers an obligation to make available certain information and documents relevant to general meetings, but such information and documents are to be made available in the issuer’s home Member State. Therefore, certain minimum standards should be introduced with a view to protecting investors and promoting the smooth and effective exercise of shareholder rights attaching to voting shares. As regards rights other than the right to vote, Member States are free to extend the application of these minimum standards also to non-voting shares, to the extent that those shares do not enjoy such standards already.
 

(5)

Significant proportions of shares in listed companies are held by shareholders who do not reside in the Member State in which the company has its registered office. Non-resident shareholders should be able to exercise their rights in relation to the general meeting as easily as shareholders who reside...


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This text has been adopted from EUR-Lex.

5.

Original proposal

 

6.

Sources and disclaimer

For further information you may want to consult the following sources that have been used to compile this dossier:

This dossier is compiled each night drawing from aforementioned sources through automated processes. We have invested a great deal in optimising the programming underlying these processes. However, we cannot guarantee the sources we draw our information from nor the resulting dossier are without fault.

 

7.

Full version

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8.

EU Monitor

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  • 1. 
    Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC, OJ L390, 31.12.2004, p. 38

     
  • 2. 
    Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European Company (SE), OJ L 294, 10.11.2001, p. 1

     
  • 3. 
    in particular Council Directive 85/611/EEC of 20.12.1985 on the co-ordination of laws, regulations and administrative provisions relating to the undertaking for collective investment in transferable securities (UCITS), as last amended by Directives 2001/107/EC and 2001/108/EEC of the European Parliament and of the Council of 21 January 2002 (OJ L 41, 13.2.2002, p. 20 and 34 respectively).

     
  • 4. 
    Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC, OJ L390, 31.12.2004, p. 38

     
  • 5. 
    Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC, OJ L390, 31.12.2004, p. 38

     
  • 6. 
    Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC, OJ L390, 31.12.2004, p. 38

     
  • 7. 
    OJ C
     
  • 8. 
    OJ C
     
  • 9. 
    OJ C
     
  • 10. 
    OJ C
     
  • 11. 
    COM(2003) 284 final

     
  • 12. 
    OJ C104, 30.4.2004, p. 67

     
  • 13. 
    OJ L 390, 21.12.2004, p. 1.

     
  • 14. 
    Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European Company (SE), OJ L 294, 10.11.2001, p. 1

     
  • 15. 
    OJ L 375, 31.12.1985, p3.

     
  • 16. 
    Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC, OJ L390, 31.12.2004, p. 38

     
  • 17. 
    OJ L 145, 30.4.2004, p1.

     
  • 18. 
    OJ L 126, 26.5.2000, p. 1.

     
  • 19. 
    OJ C
     
  • 20. 
    OJ L 142, 30.4.2004, p. 12

     
  • 21. 
    Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC, OJ L390, 31.12.2004, p. 38

     
  • 22. 
    Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC, OJ L390, 31.12.2004, p. 38

     
  • 23. 
    Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC, OJ L390, 31.12.2004, p. 38

     
  • 24. 
    Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European Company (SE), OJ L 294, 10.11.2001, p. 1

     
  • 25. 
    in particular Council Directive 85/611/EEC of 20.12.1985 on the co-ordination of laws, regulations and administrative provisions relating to the undertaking for collective investment in transferable securities (UCITS), as last amended by Directives 2001/107/EC and 2001/108/EEC of the European Parliament and of the Council of 21 January 2002 (OJ L 41, 13.2.2002, p. 20 and 34 respectively).

     
  • 26. 
    Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC, OJ L390, 31.12.2004, p. 38

     
  • 27. 
    Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC, OJ L390, 31.12.2004, p. 38

     
  • 28. 
    Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC, OJ L390, 31.12.2004, p. 38

     
  • 29. 
    OJ C
     
  • 30. 
    OJ C
     
  • 31. 
    OJ C
     
  • 32. 
    OJ C
     
  • 33. 
    COM(2003) 284 final

     
  • 34. 
    OJ C104, 30.4.2004, p. 67

     
  • 35. 
    OJ L 390, 21.12.2004, p. 1.

     
  • 36. 
    Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European Company (SE), OJ L 294, 10.11.2001, p. 1

     
  • 37. 
    OJ L 375, 31.12.1985, p3.

     
  • 38. 
    Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC, OJ L390, 31.12.2004, p. 38

     
  • 39. 
    OJ L 145, 30.4.2004, p1.

     
  • 40. 
    OJ L 126, 26.5.2000, p. 1.

     
  • 41. 
    OJ C
     
  • 42. 
    OJ L 142, 30.4.2004, p.
     
  • 43. 
    Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC, OJ L390, 31.12.2004, p. 38

     
  • 44. 
    Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC, OJ L390, 31.12.2004, p. 38

     
  • 45. 
    Deze databank van de Europese Unie biedt de mogelijkheid de actuele werkzaamheden (workflow) van de Europese instellingen (Europees Parlement, Raad, ESC, Comité van de Regio's, Europese Centrale Bank, Hof van Justitie enz.) te volgen. EURlex volgt alle voorstellen (zoals wetgevende en begrotingsdossiers) en mededelingen van de Commissie, vanaf het moment dat ze aan de Raad of het Europees Parlement worden voorgelegd.
     
  • 46. 
    EUR-lex provides an overview of the proposal, amendments, citations and legality.