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 focus on current 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 firms to spice up the attractiveness of itemizing on the nationwide inventory change. Extra lately, the EU has additionally adopted the A number of-Vote Share Constructions Directive, as a part of the broader EU Itemizing Act bundle, with the intention to facilitate entry to capital markets for SME firms, by partly harmonizing the principles of a number of voting rights on multilateral buying and selling services.
From a coverage perspective, legislators typically take into account loyalty and a number of voting rights for 2 main causes. First, they might stimulate the variety of listings on the nationwide inventory change 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 might have a optimistic impact on the long-term efficiency of the corporate, as controlling shareholders might have higher incentives to watch administration and have interaction in long-term worth creation because of their comparatively giant 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 movement and voting rights might incentivize controlling shareholders to take sure actions to extract personal 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). Doable safeguards could possibly be a majority-of-the-minority vote almost about 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 instances.
Regardless of the try at harmonisation within the A number of-Vote Share Constructions Directive, important 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 lately thought-about or applied extra versatile regimes. On this context, the implementation of the A number of-Vote Share Constructions Directive will drive 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 Constructions Directive leaves important discretion for member states to resolve the best way to implement the opportunity of a number of voting rights.
In the course of the convention, we’ll focus on these current authorized developments in numerous European jurisdictions and mirror 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 beneath).
If you need to attend the convention, you could 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’s also attainable to attend the convention on-line by way of a livestream.
Programme
13h30 – 13h45: Introduction – tone (College of Antwerp & Maastricht College)
13h45 – 14h30 : Belgium: present authorized panorama and proposed reform – Jeroen Delvoie (Free College of Brussels) & Theo masts (College of Antwerp)
14h30 – 15h00 : Germany – (To be introduced)
3:00 p.m. – 3.30 p.m.: United Kingdom – Bobby Reddy (College of Cambridge)
3.30 p.m. – 4:00 p.m.: France – Edmond Schlumberger (Paris 1 College Panéon-Sorbonne)
16h00 – 16h30 : Espresso break
16h30 – 17h00 : Italy – Irene Pollastro (College of Turin)
17h00 – 17h30 : The Netherlands – Titian Keijzer (Erasmus College Rotterdam)
17H30 – 18h00: Comparative conclusion – Bastiaan Kemp (Maastricht College)
18h00 – 18h30: Classes for the long run – Marieke Wyckaert (KU Leuven)
6:30 pm – 7:30 pm: Reception
Tone
Assistant professor, Maastricht College
Visiting professor, Jean-Pierre Blumberg Chair on the College of Antwerp
Lawyer, Linklaters LLP
Theo mates
PhD Candidate, College of Antwerp
