Draft bill of law Transposing the Shareholder Rights Directive II

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Draft bill of law Transposing the Shareholder Rights Directive II

21 February 2019

Regulatory News Alert

On 4 February 2019, the draft bill of law transposing Directive (EU) 2017/828 (known as the Second Shareholders' Rights Directive – SRDII) was lodged with the Luxembourg parliament.

What are the outstanding provisions of the draft law?

The draft transposition bears amendments of the law of 24 May 2011 on the exercise of certain shareholder rights in general meetings of listed companies. It applies to the same scope of professionals as the one described in the Directive, with no additional exemptions.

Various options were left open by the Directive. Among others, the transposition does not provide for issuers to identify shareholders holding more than a certain percentage of shares (not exceeding 0,5% of the shares of the company). Hence, in the context of transposition law, a shareholder is any natural or legal persons owning shares. The person recorded as the owner of the shares in the shareholders register is the deemed owner of the shares.

Another outstanding point of the transposition is the provision regarding fees: intermediaries may charge fees for the services provided for under Chapter II on identification of shareholders, transmission of information and facilitation of exercise of shareholder rights.

In a nutshell, this regulation will have significant impact on financial intermediaries in two areas at least:

  • Public definition of voting policies for collectively managed assets of various types with a target date of June 2019
  • Coordination of information by intermediaries between issuers and their end investors with the possibility for such issuers to ask who holds their securities and to ensure that for General Assembly Meetings, investors will be able to receive the adequate information, participate (vote) and have a confirmation of their vote, what compared to today is a heavier two-way process. This should be achieved by September 2020 on a cross-border basis.

For further clarifications on the scope of application, impacts and timeline of implementation of the Directive, you may consult our previous note on the topic.

PDF - 156kb

How can we help?

Whether you are an intermediary or an issuer, we can assist you in the determination of your obligations under the amended law of 24 May 2011 and if relevant with the following activities:

  • Review or draft the mandatory documents (directors’ remuneration, engagement policies and investment strategy, voting policies)
  • Assess the implementation of the policies in scope
  • Design and implement the information exchange process (related to shareholder information collection and transmission, general meetings and corporate events notification, and voting process management)
  • Design and implement the solutions for reception and transfer of messages

Contacts

Pascal Eber
Partner – Operations Excellence & Human Capital
Tel : +352 45145 2649
peber@deloitte.lu

Pascal Martino
Partner - Banking Leader
Tel : +352 45145 2119
pamartino@deloitte.lu

Simon Ramos
Partner – IM Advisory & Consulting
Leader
Tel : +352 45145 2702
siramos@deloitte.lu

Benoit Sauvage
Director – RegWatch, Strategy & Consulting
Tel : +352 45145 4220
bsauvage@deloitte.lu

Astrid Brandy
Manager – Operations Excellence & Human Capital
Tel : +352 45145 3947
abrandy@deloitte.lu

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