Shareholders’ Duty to Disclose
Shareholders' duties, Kluwer Law International, Forthcoming
Posted: 3 May 2016
Date Written: May 2, 2016
This article will analyse the different duties to disclose imposed on shareholders. The focus is on public limited companies, mainly listed companies and the regulation found in EU law. It is shown that there are several such disclosure duties and their number seems to be increasing. The duties are either focusing on the shareholder’s identity (and contact details) and the nature of his or her holding, but some focus on information about the shareholder’s conduct or intentions. Originally, these duties mainly served the aim of enhancing an efficient market for financial instruments in listed companies, but increasingly they (also) serve to improve corporate governance.
The disclosure duties are not only increasing in numbers but also in scope. Thus the scope is extended beyond that of the formal shareholder to those exercising the rights normally held by shareholders, and increasingly it is also extended to those who are associated with the shareholders in different ways. There are, however, a few examples where there seems to be a reluctance to extend the duty too far for fear of imposing too many duties on shareholders. It can be debated whether these few incidents are just anomalies or whether they are indications that there are limits as to how many disclosure duties can be imposed on investors in a well-functioning capital market. It seems, however, that the legislator thinks most problems can be tackled with disclosure rules and therefore most likely more disclosure rules can be expected.
Keywords: Shareholders, Duty, Disclose
JEL Classification: K22
Suggested Citation: Suggested Citation