Shareholders’ Duty to Disclose

Shareholders' duties, Kluwer Law International, Forthcoming

Nordic & European Company Law Working Paper No. 16-02

Posted: 3 May 2016

See all articles by Karsten Engsig Sørensen

Karsten Engsig Sørensen

Aarhus University – Aarhus BSS, Department of Law

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Date Written: May 2, 2016

Abstract

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

Sørensen, Karsten Engsig, Shareholders’ Duty to Disclose (May 2, 2016). Shareholders' duties, Kluwer Law International, Forthcoming; Nordic & European Company Law Working Paper No. 16-02. Available at SSRN: https://ssrn.com/abstract=2774164

Karsten Engsig Sørensen (Contact Author)

Aarhus University – Aarhus BSS, Department of Law ( email )

Bartholins Allé 16, Building 1410, Room 246
DK-8000 Aarhus C
Denmark

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