The European Union's Shareholder Voting Rights Directive from an American Perspective: Some Comparisons and Observations

Abstract:     
The European Union ("EU") has recently celebrated its 50th anniversary. This article is based upon my presentation in the symposium celebrating the anniversary held at Fordham Law School sponsored by the Journal of International Law. The paper looks at how the European Union ("EU") has recently approached company law issues (related to corporate governance of publicly traded corporations) and particularly shareholder voting rights through the recent EU directive on the exercise of certain rights of shareholders in listed companies ("voting rights directive"). While there are many different forces that influence the development of company law. The paper focuses on three significant themes that influence the development of company law in the United States. Those influences are the role of ownership, the focus of company law and federalism. These have also influenced the development of EU company law but with differences. The paper discusses the themes and compare how they have influenced the US and EU's agenda on company law. The paper's primary focus is on the EU voting rights directive as it compares to the US and reflects on these themes.

Keywords: company law, corporate governance, corporate law, directive on the exercise of certain rights of shareholders in listed companies, European Union, federalism, internet voting, institutional shareholders, proxy voting, proxy contests, shareholders, shareholder ownership, shareholder voting

Accepted Paper Series