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Second shareholder rights directive: an enhanced framework for shareholder rights in listed companies

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Beullekens Fabian
Fabian Beullekens

Partner

Luxembourg

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Image of Peter Myners
Peter Myners

Partner

Luxembourg

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Image of Jacques Graas
Jacques Graas

Partner

Luxembourg

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Cailleau Sylvain
Sylvain Cailleau

Counsel

Luxembourg

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05 September 2019

In the context of the implementation of the second shareholder rights directive (SRD II), the Luxembourg legislator has amended the law of 24 May 2011 relating to the exercise of certain shareholder rights at general meetings of listed companies through the adoption of the law of Bill of Law No7402.

Do not be misled by the title of the law, the new rules will have an impact not only on listed companies but also on intermediaries,institutional investors, asset managers and proxy advisors that are interacting with them.

The new rules aim at improving the long-term viability of European companies and creating a more attractive environment for shareholders of listed companies, which in turn means facilitating the exercise of shareholders’ rights and enhancing transparency around the investment chain, the remuneration of executives and transactions with related parties.

This article focuses on the changes having an impact on listed companies, intermediaries and proxy advisors. With respect to new rules applying to institutional investors and asset managers, please refer to our other publication “Asset managers, life insurance companies and pension funds: engage or explain”.

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