The Jean-Pierre Blumberg Chair (College of Antwerp), the Institute for Company Legislation, Governance, and Innovation Insurance policies (ICGI) (Maastricht College) and journal European Firm Legislation are happy to announce the “Convention on Loyalty and A number of Voting Rights in Europe”. The convention will happen on the afternoon of 15 Could 2025 on the College of Antwerp (Antwerp). Additional particulars and registration info can be found on the convention web site.
The convention will talk about latest developments in loyalty and a number of voting rights in European company governance. Within the final decade, a number of European jurisdictions have reconsidered their stance relating to deviations from the “one share, one vote” precept in listed companies to spice up the attractiveness of itemizing on the nationwide inventory trade. Extra just lately, the EU has additionally adopted the A number of-Vote Share Buildings Directive, as a part of the broader EU Itemizing Act bundle, with the purpose to facilitate entry to capital markets for SME companies, by partly harmonizing the principles of a number of voting rights on multilateral buying and selling amenities.
From a coverage perspective, legislators typically think about loyalty and a number of voting rights for 2 main causes. First, they might stimulate the variety of listings on the nationwide inventory trade by permitting founders or controlling shareholders to remain in management over the company, whereas taking their firm public. Second, they empower the place of controlling shareholders, which may have a constructive impact on the long-term efficiency of the corporate, as controlling shareholders could have higher incentives to observe administration and interact in long-term worth creation as a result of their comparatively massive participation.
On the flipside, loyalty and a number of voting rights pose sure dangers for minority shareholders. The entrenched place of controlling shareholders and the decoupling of money circulate and voting rights may incentivize controlling shareholders to take sure actions to extract non-public advantages, at the price of the general shareholder worth. It’s subsequently necessary that minority shareholders are adequately protected, particularly when loyalty and a number of voting rights are launched whereas the company is already listed (so-called ‘midstream’ introduction). Attainable safeguards might be a majority-of-the-minority vote with reference to the introduction of loyalty or a number of voting rights, a most voting ratio, sundown clauses or limitations to the usage of loyalty and a number of voting rights in sure circumstances.
Regardless of the try at harmonisation within the A number of-Vote Share Buildings Directive, vital variations in nationwide approaches nonetheless exist. Some jurisdictions have lengthy permitted loyalty and a number of voting rights, whereas others – historically extra restrictive – have solely just lately thought of or applied extra versatile regimes. On this context, the implementation of the A number of-Vote Share Buildings Directive will power sure European member states, together with Belgium, to rethink their ban on a number of voting rights for sure market segments, which in flip creates the chance for a broader coverage debate. However the A number of-Vote Share Buildings Directive leaves vital discretion for member states to determine implement the opportunity of a number of voting rights.
In the course of the convention, we are going to talk about these latest authorized developments in varied European jurisdictions and replicate on the query how loyalty and a number of voting rights needs to be regulated. We’ve got invited consultants from a number of jurisdictions to share their insights and views on this fascinating subject, with loads of time for dialogue following every presentation (see the programme under).
If you want to attend the convention, you’ll find extra info and register (required) on the web site of the convention. Registration is free for college kids and lecturers, whereas registration for practitioners prices 100 EUR and contains accreditation for the OVB, IBJ, and Compliance Officers of the FSMA. It is usually attainable to attend the convention on-line by way of a livestream.
Programme
13h30 – 13h45 : Introduction – Tom Vos (College of Antwerp & Maastricht College)
13h45 – 14h30 : Belgium: present authorized panorama and proposed reform – Jeroen Delvoie (Vrije Universiteit Brussel) & Theo Monnens (College of Antwerp)
14h30 – 15h00 : Germany – (To be introduced)
15h00 – 15h30 : United Kingdom – Bobby Reddy (College of Cambridge)
15h30 – 16h00 : France – Edmond Schlumberger (Université Paris 1 Pantéon-Sorbonne)
16h00 – 16h30 : Espresso break
16h30 – 17h00 : Italy – Irene Pollastro (Università di Torino)
17h00 – 17h30 : The Netherlands – Titiaan Keijzer (Erasmus College Rotterdam)
17h30 – 18h00 : Comparative conclusion – Bastiaan Kemp (Maastricht College)
18h00 – 18h30 : Classes for the longer term – Marieke Wyckaert (KU Leuven)
18h30 – 19h30 : Reception
Tom Vos
Assistant professor, Maastricht College
Visiting professor, Jean-Pierre Blumberg Chair on the College of Antwerp
Lawyer, Linklaters LLP
Theo Monnens
PhD Candidate, College of Antwerp
