Mandatory and Contract-Based Shareholding Disclosure

Uniform Law Review / Revue de Droit Uniforme, pp. 713-742, 2010

31 Pages Posted: 12 Apr 2011 Last revised: 20 Apr 2011

See all articles by Luca Enriques

Luca Enriques

University of Oxford Faculty of Law; European Corporate Governance Institute (ECGI)

Matteo Gargantini

CONSOB (Commissione Nazionale per le Società e la Borsa)

Valerio Novembre

CONSOB

Date Written: April 11, 2011

Abstract

This paper advocates a takeover-neutral legal framework for shareholding disclosure. After showing how the laws on securities custody may affect shareholding disclosure, it summarises the state of the art of shareholder identification and ownership disclosure in some major jurisdictions. Next, it considers the features that should qualify an effective regulatory system of shareholding disclosure and sketches how the applicable rules could be designed with a view to ensure that regulation is takeover-neutral: in particular, the extent to which issuers should be left free to devise their own tailored regime is investigated. Then, the issue of how (supra-national) harmonisation can play a role in this area is discussed. The paper argues for a harmonised policy solution which, while guaranteeing a sufficient degree of standardisation (and, consequently, limited adaptation and compliance costs), also allows for a flexible implementation through a system of centralised default rules and opting in/out choices both at the Member States’ and at the issuers’ level.

Keywords: Corporate Law, Takeover Law, Corporate Governance, Market Efficiency, Intermediated Securities, Ownership Disclosure, Shareholder Identification, Harmonization, Transparency Directive

Suggested Citation

Enriques, Luca and Gargantini, Matteo and Novembre, Valerio, Mandatory and Contract-Based Shareholding Disclosure (April 11, 2011). Uniform Law Review / Revue de Droit Uniforme, pp. 713-742, 2010. Available at SSRN: https://ssrn.com/abstract=1807047

Luca Enriques (Contact Author)

University of Oxford Faculty of Law ( email )

St Cross Building
St Cross Road
Oxford, OX1 3UL
United Kingdom

European Corporate Governance Institute (ECGI)

c/o ECARES ULB CP 114
B-1050 Brussels
Belgium

HOME PAGE: http:/www.ecgi.org

Matteo Gargantini

CONSOB (Commissione Nazionale per le Società e la Borsa) ( email )

via GB Martini, 3
Roma 00198
Italy

Valerio Novembre

CONSOB ( email )

Via G.B. Martini 3
Roma, 00198
Italy
+39068477297 (Phone)

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