The Financial Crisis: A Reason to Improve Shareholder Protection in the EU?

Abstract

The global financial crisis of 2008 has stimulated the debate on corporate governance and shareholder protection. The intuitive reason for the topicality of shareholder protection is that insolvencies mainly harm shareholders as the companies’ residual claimants. In addition, ideally, shareholder empowerment may ensure better monitoring of management and therefore better-run companies preventing corporate failures and benefiting the economy as a whole. Yet, it is not self-evident that shareholder participation has such a positive effect. This paper critically examines the discussion about the relationship between the financial crisis, shareholder protection and law reform. We also develop a central position: while there may be a need to improve shareholder protection, we do not take the view that any increase in shareholder rights is the right way forward; rather, such reforms should aim to encourage shareholder engagement by responsible long-term investors.

Keywords: shareholder protection, financial crisis, EU company law, long-term investors, shareholder engagement, institutional investors, shareholder activism

JEL Classification: G23, G34, G38, K22, M14, O16