The Shareholder Rights Directive II
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The Shareholder Rights Directive II: A Commentary

The Shareholder Rights Directive II: A Commentary

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About the Book

This Commentary is the first comprehensive work to analyse the revised EU Shareholder Rights Directive (SRD II). SRD II sets a new agenda for engaged shareholders and sustainable companies in the EU, sparking a wider debate on the adoption of duties in company and capital markets law. By providing a systematic and thorough framework for analysis, this Commentary evaluates the purpose and aims of SRD II and further enriches the debate on the usefulness of the EU’s drive to encourage long-term shareholder engagement. Key features include: article-by-article analysis of each of the provisions as adopted in the revised SRD II contribution to the ongoing discussions on shareholder rights and duties anticipated to be at the centre of debate for years to come detailed explanation by leading scholars in the field to ensure complete understanding of each SRD II provision for the reader exploration of the two pillars of shareholder engagement: the facilitation of shareholder rights and improved communication to bridge procedural gaps and implementation of transparency obligations applicable to companies, investors and service providers. This Commentary will be a key resource for legal practitioners, legislators, scholars and students alike, working in the fields of corporate governance, alternative dispute resolution and financial law.

Table of Contents:
Contents: PART I INTRODUCTION 1. SRD II: Political ambitions and regulatory rationales 2 Hanne S. Birkmose and Konstantinos Sergakis 2. Articles 1 and 2: Scope and definitions 18 Marina B. Madsen PART II IDENTIFICATION OF SHAREHOLDERS, TRANSMISSION OF INFORMATION AND FACILITATION OF EXERCISE OF SHAREHOLDER RIGHTS 3. Article 3a: Identification of shareholders 42 Matteo Gargantini 4. Article 3b: Transmission of information 74 Corrado Malberti 5. Article 3c–3f: Facilitation of the exercise of shareholder rights 104 Alessio Bartolacelli PART III TRANSPARENCY OF INSTITUTIONAL INVESTORS, ASSET MANAGERS AND PROXY ADVISORS 6. Article 3g: Engagement policy 143 Hanne S. Birkmose 7. Article 3h: Investment strategy of institutional investors and arrangements with asset managers 164 Hanne S. Birkmose 8. Article 3i: Transparency of asset managers 187 Suren Gomtsian 9. Article 3j: Transparency of proxy advisors 219 Julia Anna Mayer and Ulrich Torggler 10. Article 3k: Review 246 Hanne S. Birkmose PART IV REMUNERATION OF DIRECTORS 11. Article 9a and 9b: Say on pay 250 Anne Lafarre and Christoph Van der Elst PART V TRANSPARENCY AND APPROVAL OF RELATED PARTY TRANSACTIONS 12. Article 9c: Transparency and approval of related party transactions 286 Marcello Bianchi and Mateja Milicˇ PART VI PENALTIES 13. Article 14a and 14b: Enforcement of SRD II provisions 320 Alessio Bartolacelli, Marcello Bianchi, Hanne S. Birkmose, Matteo Gargantini, Suren Gomtsian, Anne Lafarre, Corrado Malberti, Julia Anna Mayer, Mateja Milic, Konstantinos Sergakis, Ulrich Torggler and Christoph Van der Elst Index 351


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Product Details
  • ISBN-13: 9781839101229
  • Publisher: Edward Elgar Publishing Ltd
  • Publisher Imprint: Edward Elgar Publishing Ltd
  • Height: 244 mm
  • No of Pages: 400
  • Width: 169 mm
  • ISBN-10: 1839101229
  • Publisher Date: 27 Apr 2021
  • Binding: Hardback
  • Language: English
  • Sub Title: A Commentary


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