Activities of Johan VAN OVERTVELDT related to 2022/0406(COD)
Shadow reports (1)
REPORT on the proposal for a directive of the European Parliament and of the Council on multiple-vote share structures in companies that seek the admission to trading of their shares on an SME growth market
Amendments (13)
Amendment 36 #
Proposal for a directive
Recital 1
Recital 1
(1) To reinforce the attractiveness of SME growth marketslisting and to reduce inequalities for companies seeking admission to trading in the single market, it is necessary to address obstacles to the access to such markets that stem from regulatory barriers. Companies should be able to choose governance structures that suit best their development stage, including by enabling controlling shareholders of those companies to retain control of the business after accessing regulated markets or SME growth markets, while enjoying the benefits associated to trading on those markets, as long as the rights of minority shareholders continue to be safeguarded.
Amendment 43 #
Proposal for a directive
Recital 2
Recital 2
(2) Fear of losing control over a company constitutes one of the main deterrents for controlling shareholders to access SME growth marketsseek listing. Admission to trading usually entails dilution of ownership for controlling shareholders, thus reducing their influence over important investment and operating decisions in the company. Maintaining control of the company may in particular be important for start-ups and companies with long-term projects that require significant upfront costs, because they may wish to pursue their vision without becoming too exposed to market fluctuations.
Amendment 49 #
Proposal for a directive
Recital 4
Recital 4
(4) There are other control enhancing mechanisms that allow leveraging voting power, apart from multiple-vote share structures. Such mechanisms may include non-voting shares, non-voting preference shares and voting right ceilings. However, those alternative control enhancing mechanisms, being more rigid in their set- up, are liable to constrain the amount of capital that a company can raise at the point of admission to trading on SME growth markets due to the lower disassociation between economic and voting rights.
Amendment 52 #
Proposal for a directive
Recital 7
Recital 7
(7) Member States should provide companies with the possibility to adopt multiple-vote share structures to allow them to seek admission to trading on a SME growth market without their controlling shareholders having to relinquish control. While admission to trading on regulated markets is generally more suitable for larger and more mature companies, SME growth markets are generally more appropriate for SMEs. SME growth markets were originally designed as SME dedicated trading venues with a regulatory treatment that takes the particularities of SMEs into account. Not all companies with securities listed on SME growth markets are, however, SMEs. Directive 2014/65/EU of the European Parliament and of the Council39 requires that SMEs constitute at least 50 % of the issuers of financial instruments admitted to trading on SME growth markets. Companies other than SMEs generally have more liquid securities and hence their admission to SME growth markets enables those markets to generate higher trading fees to maintain profitability of their business model. Nevertheless, to ensure clarity for investors, all issuers on SME growth markets, irrespective of their size, are currently subject to the same rules. It is therefore appropriate that the introduction of the right to adopt multiple-vote share structures applies to all companies seeking admission of their shares on an SME growth market for the first time. __________________ 39 Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU (OJ L 173, 12.6.2014, p. 349).
Amendment 55 #
Proposal for a directive
Recital 8
Recital 8
(8) Member States should be able to introduce, or maintain in force, national provisions that allow companies to adopt these structures for purposes other than the first time admission to trading of shares on a SME growth market. That includes allowing companies to adopt multiple-vote shares when already admitted to trading, when seeking admission on a Multilateral Trading Facility that is not registered as SME growth market or on a regulated market, or ensuring that private companies can adopt multiple-vote shares, regardless of whether they intend to request admission to trading of their sharesregulated market or an SME growth market. This may also include cases whereby companies transfer from an SME growth market to a regulated market, while retaining multiple-vote shares.
Amendment 60 #
Proposal for a directive
Recital 9
Recital 9
(9) Companies may adopt multiple- vote share structures through a new issuance of shares or through another type of corporate transaction, such as the conversion of already issued shares. Companies should have the flexibility to choose the most appropriate type of corporate transaction to adopt multiple vote share structures in compliance with national law. Furthermore, companies should also have the flexibility as to the timing of the adoption of multiple-vote share structures, provided they do so to seek a first time admission of shares to trading on a SME growth market. Member States should not prevent companies from adopting multiple- vote share structures at a point prior to the moment of the admission of shares to trading. Member States should, however, be allowed to lay down that the exercise of the enhanced voting rights, which represent additional voting rights attached to multiple-vote shares compared to voting rights of shares of other classes, is conditional upon the admission to trading of shares on an regulated market or a SME growth market in one or more Member States. In that case and until the admission to trading, multiple- vote shares should have the same voting rights as other classes of shares in the company. That would ensure that multiple vote shares specifically promote a first- time admission to trading on SME growth markets.
Amendment 79 #
Proposal for a directive
Article 1 – paragraph 1
Article 1 – paragraph 1
This Directive lays down common rules on multiple-vote share structures in companies that seek the admission to trading of their shares on a regulated market or an SME growth market in one or more Member States and that do not have shares already admitted to trading on any trading venue.
Amendment 85 #
Proposal for a directive
Article 2 – paragraph 1 – point f a (new)
Article 2 – paragraph 1 – point f a (new)
(f a) ‘regulated market’ means a regulated market as defined in Article 4(1), point (21), of Directive 2014/65/EU;
Amendment 92 #
Proposal for a directive
Article 4 – paragraph 1
Article 4 – paragraph 1
1. Member States shall ensure that companies that do not have shares that are admitted to trading on a trading venue have the right to adopt multiple-vote share structures for the admission to trading of shares on a regulated market or an SME growth market in one or more Member States. Member States shall not prevent the admission to trading of shares of a company on a regulated market or an SME growth market on the ground that the company has adopted a multiple-vote share structure.
Amendment 95 #
Proposal for a directive
Article 4 – paragraph 2
Article 4 – paragraph 2
2. The right referred to in paragraph 1 encompasses the right to adopt multiple- vote share structures in time prior to seeking the admission to trading of shares on a regulated market or an SME growth market.
Amendment 97 #
Proposal for a directive
Article 4 – paragraph 3
Article 4 – paragraph 3
3. Member States may make the exercise of the enhanced voting rights attached to the multiple-vote shares conditional upon the admission to trading of shares on a regulated market or an SME growth market in one or more Member States.
Amendment 170 #
Proposal for a directive
Article 6 – paragraph 1 – introductory part
Article 6 – paragraph 1 – introductory part
1. Member States shall ensure that companies with multiple-vote share structures whose shares are traded or are to be traded on a regulated market or an SME growth market make publicly available, in the [EU Growth issuance documentrespectively, in the prospectus referred to in Article 15a]6 of Regulation (EU) 2017/1129 of the European Parliament and of the Council43 [or in the EU Growth prospectus referred to in Article 15a of that Regulation] or in the admission document referred to in Article 33(3), point (c), of Directive (EU) 2014/65/EU and in the company’s annual financial report referred to in Article 78(2), point (g), of Commission Delegated Regulation (EU) 2017/56544 , detailed information on all of the following: __________________ 43 Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (OJ L 168, 30.6.2017, p. 12) 44 Commission Delegated Regulation (EU) 2017/565 of 25 April 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council as regards organisational requirements and operating conditions for investment firms and defined terms for the purposes of that Directive (OJ L 87, 31.3.2017, p. 1).
Amendment 173 #
Proposal for a directive
Article 6 – paragraph 1 – point a
Article 6 – paragraph 1 – point a
(a) the structure of their capital, including securities which are not admitted to trading on a regulated market or an SME growth market in a Member State, with an indication of the different classes of shares and, for each class of shares, the rights and obligations attached to that class and the percentage of total share capital and total voting rights that such class represents;