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Second shareholder rights directive: impact on the Luxembourg banking sector

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Henri Wagner

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Thomas Berger

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Schmidt Carole
Carole Schmidt

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Aubry Baptiste
Baptiste Aubry

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16 December 2019

On 1 August 2019, the Luxembourg legislator amended the act of 24 May 2011 relating to the exercise of certain shareholder rights at general meetings of listed companies (the Act), thereby implementing the second shareholder rights directive (SRD II).
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The new rules have an impact not only on listed companies but also on intermediaries, institutional investors, asset managers and proxy advisors that are interacting with listed companies.

In particular, a Luxembourg credit institution or investment firm offering (ancillary) custody services to its clients in relation to shares admitted to trading on a regulated market (within the meaning of MiFID II) may have to comply with certain obligations under the Act as an intermediary (1.). Alike, a Luxembourg credit institution or investment firm
offering portfolio management services to its clients (within the meaning of MiFID II) in relation to shares of companies based in the European Union (EU) admitted to trading on a regulated market will be considered as an asset manager and bound by certain obligations under the Act (2.).

This publication will focus on the new requirements applicable to these Luxembourg professionals of the financial sector (PFS).