Directive 2024/2810 - Multiple-vote share structures in companies that seek admission to trading of their shares on a multilateral trading facility - Main contents
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Directive (EU) 2024/2810 of the European Parliament and of the Council of 23 October 2024 on multiple-vote share structures in companies that seek admission to trading of their shares on a multilateral trading facility| Legal instrument | Directive |
|---|---|
| Number legal act | Directive 2024/2810 |
| Regdoc number | PE(2024)23 |
| Original proposal | COM(2022)761  |
| CELEX number i | 32024L2810 |
| Document | 23-10-2024; Date of signature |
|---|---|
| Signature | 23-10-2024 |
| Effect | 04-12-2024; Entry into force Date pub. +20 See Art 8 |
| Deadline | 05-12-2025; See Art 5.5 05-12-2027; See Art 6 05-12-2028; Review See Art 6 |
| End of validity | 31-12-9999 |
| Transposition | 05-12-2026; See Art 7.1 |
Official Journal of the European Union |
EN L series |
2024/2810 |
14.11.2024 |
DIRECTIVE (EU) 2024/2810 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL
of 23 October 2024
on multiple-vote share structures in companies that seek admission to trading of their shares on a multilateral trading facility
(Text with EEA relevance)
THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE EUROPEAN UNION,
Having regard to the Treaty on the Functioning of the European Union, and in particular Article 50(1), Article 50(2), point (g), and Article 114 thereof,
Having regard to the proposal from the European Commission,
After transmission of the draft legislative act to the national Parliaments,
Having regard to the opinion of the European Economic and Social Committee (1),
Acting in accordance with the ordinary legislative procedure (2),
Whereas:
(1) |
To reinforce the attractiveness of listing on trading venues primarily targeted by small and medium-sized enterprises (SMEs), such as SME growth markets and other multilateral trading facilities (MTFs), thereby increasing their ability to raise funds on MTFs, and to reduce inequalities for companies seeking admission to trading in the internal market, it is necessary to address the obstacles to access to MTFs that stem from regulatory barriers. |
(2) |
Fear of losing control of the company constitutes an important deterrent for controlling shareholders to access a public market, such as an MTF. Admission to trading usually entails dilution of ownership for controlling shareholders, thus reducing their influence over important investment and operating decisions. Maintaining control of the company can be of particular importance for controlling shareholders of start-ups and companies with long-term projects that require significant upfront costs, because they might wish to pursue their vision without becoming too exposed to market fluctuations. |
(3) |
Companies should be able, subject to safeguards established under Union and national law, to choose capital and governance structures that best suit their development stage, including by enabling controlling shareholders to retain control of the company after accessing MTFs, which include SME growth markets, while enjoying the benefits of trading on those MTFs, provided that the rights of shareholders holding shares with lower voting rights are safeguarded. |
(4) |
A multiple-vote share (MVS) structure is a form of control-enhancing mechanism, which can enable controlling shareholders to retain decision-making power in a company while raising funds from the public. An MVS structure involves at least two distinct classes of shares, each with a different number of votes per share. Under such a structure, at least one of the classes of shares has a lower number of votes per share than another class or classes of shares with voting rights. A share carrying a higher number of votes is an MVS. An MVS structure as defined in this Directive is not a structure where differences in voting rights are solely determined by different nominal values of shares. |
(5) |
Any control-enhancing mechanism leveraging voting rights, other than an MVS structure, such as non-voting shares and shares with a veto right over certain decisions, should fall outside the scope of this Directive. |
(6) |
Loyalty shares confer an additional number of votes on a shareholder that holds the shares for a designated period and complies with certain conditions. Loyalty shares are therefore a control-enhancing mechanism designed to foster long-term oriented ownership by shareholders rather than to increase the attractiveness of raising funds from the public. It is therefore not appropriate to include loyalty shares within the scope of this Directive. |
(7) |
There are substantial differences... |
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