Virtual Shareholder Meetings and the European Shareholder Rights Directive - Challenges and Opportunities

Abstract:     
Member States are required to adopt the European Directive on the Exercise of Certain Rights of Shareholders in Listed Companies until [December 31st, 2009]. Based on a comparative analysis of the existing rules on the Internet-based exercise of shareholder rights within the European Community [hereinafter EC] and beyond, this paper assesses the impact of the new Directive on the corporate laws of EC Member States. Examining the corporate law regimes that govern shareholder meetings in Canada, France, Germany, the U.S. (DelGCL & RMBCA), the UK and Switzerland, this analysis reveals that the transition into the digital world is as yet incomplete. However, the Shareholder Rights Directive is unlikely to finalize the transition from the physical into the Internet world. More legislative steps will be necessary. While competition may further development within the EC Member States as far as most of the traditional functions of shareholder meetings are concerned, the identification and authentication of shareholders requires mandatory legislation at the European level. This paper suggests four measures that I deem most urgent in order to achieve a smooth digital exercise of shareholder rights in Europe.

Number of Pages in PDF File: 76

Keywords: corporate governance, voting, transparency directive, virtual shareholder meeting, online proxy voting, public corporation, crossborder, shareholder, shareholder meetings, internet

JEL Classification: G30, G34, K00, K20, K22, K30, K33, K39

working papers series