Europe: implementation of the Shareholder Rights Directive

The European Commission has announced that it has referred Belgium, Cyprus, Greece, Spain, France, Luxembourg, The Netherlands and Sweden to the Court of Justice for late implementation of the Shareholder Rights Directive (2007/36/EC): see here. In its press release the Commission states:

The Shareholders' Rights Directive introduces minimum standards to ensure that shareholders of companies whose shares are traded on an EU regulated market have timely access to the relevant information ahead of the general meeting and simple means to vote at a distance. The publication of documents on the internet as well as enabling proxy voting and electronic participation are important elements of this. The Directive also abolishes share blocking and introduces minimum standards for the rights to ask questions, put items on the general meeting agenda and table resolutions.

While nineteen Member States have already fully implemented the Directive, eight Member States (Belgium, Cyprus, Greece, Spain, France, Luxembourg, The Netherlands and Sweden) still have to implement some or all of its provisions. Incomplete implementation means that shareholders in those Member states do not enjoy the same rights as elsewhere in Europe and are denied the rights the Directive gives them when investing in publicly listed companies. The deadline for implementation was 3 August 2009".

Europe: European Company (SE) - study and consultation

The European Commission has launched a consultation the purpose of which is to test the results of a study by Ernst & Young concerning the operation of the European Company Statute. The following background information is provided in the accompanying press release:

The European Company Statute, commonly known by its Latin name of 'Societas Europaea' or SE, was adopted on 8 October 2001, after more than 30 years of negotiation, and became available for use on 8 October 2004. A total of 431 SEs were registered as at 10 September 2009.

The SE has proved to be very popular in some Member States. Well known examples of successful SEs are Allianz, BASF, Porsche, Fresenius and MAN from Germany, SCOR from France, Elcoteq from Luxembourg and Strabag from Austria. However, in other Member States the SE has not taken off ... In order to determine whether changes are needed to make the SE Statute work better, the European Commission has launched a public consultation. With the review of the SE Statute, the Commission is aiming to increase the use of the SE across the European Union".

For further information, including a summary of the E&Y study report, see here.

Luxembourg: ALFI Code of Conduct for Luxembourg Investment Funds

The codes directory maintained by the European Corporate Governance Institute has been updated to include a copy of the Association of the Luxembourg Fund Industry Code of Conduct for Luxembourg Investment Funds: see here. The code provides boards with a framework of high-level principles and best practice recommendations for the governance of Luxembourg investment funds.

Europe: does Community law provide a general principle of equal treatment for shareholders?

The European Court of Justice (Fourth Chamber) has given its judgment in Audiolux SA v Groupe Bruxelles Lambert SA (Case C-101/08, 15 October 2009). The court held - in a reference for a preliminary ruling under Article 234 of the EC Treaty from the Cour de cassation in Luxembourg - that Community law does not provide a general principle of equality of treatment for shareholders. More specifically, the court ruled:

Community law does not include any general principle of law under which minority shareholders are protected by an obligation on the dominant shareholder, when acquiring or exercising control of a company, to offer to buy their shares under the same conditions as those agreed when a shareholding conferring or strengthening the control of the dominant shareholder was acquired".

Luxembourg: Stock Exchange publishes revised version of its Corporate Governance Principles

The Luxembourg Stock Exchange has published a revised edition of its Ten Principles of Corporate Governance for listed companies. Further information is available here (pdf). A copy of the principles is available in French here; a copy in English will be published here soon. 

Update (4 October 2009): a helpful comment (see below) alerted me to problems with the above links to the principles; this link should work.