31 Amendments of Karen MELCHIOR related to 2022/0406(COD)
Amendment 20 #
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 capital and equtiy markets, such as SME growth markets. 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 23 #
Proposal for a directive
Recital 3
Recital 3
(3) Multiple-vote share structures are an effective mechanism to enable controlling shareholders to retain decision- making power in a company, while raising funds from the public. Multiple-vote share structures are a form of a control enhancement mechanism involving at least two distinct classes of shares with a different number of voting rightses per share. Under such structures, at least one of the classes of shares has a lower voting values per share than another class (or classes) of shares with voting rights. The share carrying the superior amount of votes is a multiple-vote share.
Amendment 27 #
Proposal for a directive
Recital 5
Recital 5
(5) Loyalty shares, likesuch as multiple- vote shares, confer superior voting rightan an additional number of votes to a shareholder. A shareholder may obtain additional voting rights attached to loyalty shares, holding the share for the designated time and complying with certain conditions. Loyalty shares are control- enhancing mechanisms that are designed to foster a more stable, long-term oriented ownership among shareholders rather than to increase the attractiveness of raising funds from the public. It is therefore not appropriate to include loyalty shares in the scope of this Directive.
Amendment 32 #
Proposal for a directive
Recital 7 a (new)
Recital 7 a (new)
(7 a) While admission to trading on regulated markets is 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 Council2 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 types of companies listed in Annex II to Directive (EU) 2017/1132 of the European Parliament and of the Council3 to the extent that they can, under national law, issue shares and seek admission to trading of the shares on an SME growth market.
Amendment 35 #
Proposal for a directive
Recital 9 a (new)
Recital 9 a (new)
(9 a) Adopting a multiple-vote share structure normally requires an amendment of the articles of association. To provide for fair treatment of the shareholders, Member States should require that a decision to adopt, as well as a decision later on to modify such a structure in a way that affects the voting rights, should be subject to a decision by the general meeting by at least a qualified majority. Where there are several classes of shares, such decisions should also be subject to a separate vote in each class of shares the rights of which are affected.
Amendment 36 #
Proposal for a directive
Recital 9 b (new)
Recital 9 b (new)
(9 b) Companies should have flexibility as to the timing of the adoption of multiple-vote share structures, provided they do so to seek admission to trading on an SME growth market. Member States should not prevent companies from adopting multiple-vote share structures before the moment of the admission of the shares to trading. Member States should, however, be able to lay down that the exercise of the enhanced voting rights, which represent additional votes attached to multiple-vote shares compared to votes of shares of other classes, is conditional upon shares of the company being admitted to trading on an SME growth market. 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 an admission to trading on an SME growth market.
Amendment 37 #
Proposal for a directive
Recital 10
Recital 10
Amendment 38 #
Proposal for a directive
Recital 11
Recital 11
(11) A multiple-vote share structure might increase the risk that controlling shareholders extract private benefits from the company. Member States that already allow multiple- vote shares provide for safeguards to protect minoritythe shareholders and the interests of the company. However, the eholding shares with lower voting rights. Existing safeguards vary between Member States due to national specificities and diverging company law systems. HNotwithstanding this variation and having regard to the objectives of the internal market as set out in particular in Article 50(2), point (g) of the Treaty on the functioning of the European Union, Member States should ensure a coordinatedthe approaches in their national laws on multiple- vote share structures with respect to the protection of the interests of minority shareholders and of the company. This includes protection against decisions creating risks for or resulting in adverse human rights, climate change, and environmental consequences. Under that coordinated approach, all Member States should ensure that any decision to adopt a multiple-vote share structure, or to modify that structure where there is an impact on voting rights, is taken by a qualified majority at the general shareholders’ meeting. Furthermore, Member States should limit the voting weight of multiple- vote shares by introducing restrictions either on the design of the multiple-vote share structure or on the exercise of voting rights attached to multiple-vote shares for the adoption of certain decisions. The restriction on the exercise of voting rights may be implemented by requiring that an approval by qualified majority necessitates both a qualified majority of the votes cast at the general meeting of shareholders and of the share capital represented at the general meeting of shareholdersholding shares with a lower voting right should, be coordinated for companies relying on the right created by this Directive to adopt a multiple-vote share structure for seeking admission to trading on an SME growth market.
Amendment 41 #
Proposal for a directive
Recital 11 a (new)
Recital 11 a (new)
(11 a) Under that coordinated approach, Member States should provide for fair treatment of the shareholders by introducing a restriction on the design of the multiple-vote share structure which sets a maximum ratio of the number of votes attached to multiple-vote shares to votes attached to shares with the least voting rights, or, without prejudice to Directive (EU) 2017/1132 of the European Parliament and of the Council, a restriction for qualified majority on the requirement on decisions by the general meeting excluding appointment and dismissal of directors as well as operational decisions to be taken by directors and that are submitted to the general meeting for approval requiring that the majority is calculated on the basis of the total number of votes cast and on either the share capital represented at the general meeting or the number of shares represented at the general meeting, or on the basis of the total number of votes cast and on votes cast in each class of shares affected by the decision. For the purposes of this Directive, a class of shares should be considered to be affected by the decision if the decision has a negative impact on the rights of that specific class of shares.
Amendment 43 #
Proposal for a directive
Recital 12
Recital 12
(12) Member States should be gihaven discretion to introduce additional safeguards, where needed, to ensure adequate protection of minority shareholders’ interests and the interest of the companythe interest of shareholders who do not hold multiple-vote shares. Member States should assess the appropriateness of additionalsuch safeguards in light of their effectiveness in protecting the interests of minoritythose shareholders and of the company, while ensuring that suchthe safeguards do not defeat the purpose of multiple-vote share structures, i.e.nter alia the possibility for a company’s controlling shareholders to influence importholders of multiple-vote shares to influence the appointment antd decisions, including the appointment of directorsismissal of directors and thereby the operational decisions in the company.
Amendment 45 #
Proposal for a directive
Recital 13 a (new)
Recital 13 a (new)
(13 a) This Directive is without prejudice to the protection of personal data, in particular Regulation (EU) 2016/679 of the European Parliament and of the Council.
Amendment 49 #
Proposal for a directive
Article 2 – paragraph 1 – point a
Article 2 – paragraph 1 – point a
(a) ‘company’ means a legal entity incorporated as one of the types of companies listed in Annex I or Annex II to Directive (EU) 2017/1132, which may under national law issue shares and seek admission to trading of the shares on an SME growth market;;
Amendment 51 #
Proposal for a directive
Article 2 – paragraph 1 – point b
Article 2 – paragraph 1 – point b
(b) ‘multiple-vote shares’ means shares belonging to a distinct and separate class and that carry higher, which carry more votes per share or enhanced voting rights than another class of shares with voting rights on matters to be decided at the general meeting of shareholders;
Amendment 53 #
Proposal for a directive
Article 2 – paragraph 1 – point d a (new)
Article 2 – paragraph 1 – point d a (new)
(d a) ‘regulated market’ means a regulated market as defined in Article 4(1), point (21), of Directive 2014/65/EU;
Amendment 54 #
Proposal for a directive
Article 2 – paragraph 1 – point d b (new)
Article 2 – paragraph 1 – point d b (new)
(d b) ‘Multilateral Trading Facility’ or ‘MTF’ means an MTF as defined in Article 4(1), point (22) of Directive 2014/65/EU;
Amendment 56 #
Proposal for a directive
Article 3
Article 3
Amendment 59 #
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 an SME growth market in one or more Member States. Member States shall ensure that the company’s decision to adopt a multiple-vote share structure is taken by the general meeting by at least a qualified majority as specified in national law. Member States shall not make the adoption of such a structure conditional upon the provision of enhanced economic rights for shares without enhanced voting rights. Where there are several classes of shares, the decision to adopt a multiple- vote share structure shall also be subject to a separate vote within each class of shares whose rights are affected. Member States shall not prevent the admission to trading of shares of a company on an SME growth market on the ground that the company has adopted a multiple-vote share structure.
Amendment 63 #
Proposal for a directive
Article 5 – title
Article 5 – title
Safeguards for fair and non- discriminatory treatment of shareholders of a companyin companies that have adopted a multiple-vote share structure
Amendment 64 #
Proposal for a directive
Article 5 – paragraph 1 – introductory part
Article 5 – paragraph 1 – introductory part
1. Member States shall ensure fair and non-discriminatory treatment of shareholders, as well asthat in companies that have adopted a multiple- vote share structure in accordance with this Directive, appropriate safeguards are in place to provide for adequate protection of the interests of the shareholders, who do not hold multiple-vote shares and of the company through appropriate safeguards. To that effect, Member States shall do all of the following:
Amendment 66 #
Proposal for a directive
Article 5 – paragraph 1 – point a – paragraph 2
Article 5 – paragraph 1 – point a – paragraph 2
For the purposes of this point, where there are several classes of shares, such decisions shall also be subject to a separate vote forin each class of shareholders whosthe rights of which are affected;
Amendment 69 #
Proposal for a directive
Article 5 – paragraph 1 – point b – introductory part
Article 5 – paragraph 1 – point b – introductory part
(b) limit the voting weight ofimpact of the multiple- vote shares on the exercise of other shareholders’ rights, in particular duringdecision-making process at the general meetings, by introducing eitherat least one of the following:
Amendment 72 #
Proposal for a directive
Article 5 – paragraph 1 – point b – point i
Article 5 – paragraph 1 – point b – point i
Amendment 74 #
Proposal for a directive
Article 5 – paragraph 1 – point b – point i a (new)
Article 5 – paragraph 1 – point b – point i a (new)
(i a) a maximum weighted voting ratio of the number of votes attached to multiple-vote shares to the votes attached to shares with the least voting rights
Amendment 80 #
Proposal for a directive
Article 5 – paragraph 1 – point b – point ii
Article 5 – paragraph 1 – point b – point ii
(ii) a restriction on the exercise ofquirement that decisions by the genhanced voting rights attached to multiple-vote shares for voting on matters to be decided at the general meeting of shareholdeeral meeting subject to qualified majority, excluding appointment and dismissal of directors as well as operational decisions to be taken by directors and that arequire the approval by a qualified majority. submitted to the general meeting for approval, are to be adopted by
Amendment 81 #
Proposal for a directive
Article 5 – paragraph 1 – point b – point ii – point 1 (new)
Article 5 – paragraph 1 – point b – point ii – point 1 (new)
1) a qualified majority, as specified in national law, both of the votes cast and either of the share capital represented at the meeting or of the number of shares represented at the meeting; or
Amendment 82 #
Proposal for a directive
Article 5 – paragraph 1 – point b – point ii – point 2 (new)
Article 5 – paragraph 1 – point b – point ii – point 2 (new)
2) a qualified majority, as specified in national law, of the votes cast, and are subject to a separate vote within each class of shares the rights of which are affected.
Amendment 86 #
Proposal for a directive
Article 5 – paragraph 2 – introductory part
Article 5 – paragraph 2 – introductory part
2. Member Sstates may provide for further safeguards to ensure adequate protection of shareholders and of the interests of the company. Those safeguards may include in particular:shareholders who do not hold multiple-vote shares.
Amendment 87 #
Proposal for a directive
Article 5 – paragraph 2 – point a
Article 5 – paragraph 2 – point a
Amendment 92 #
Proposal for a directive
Article 5 – paragraph 2 – point b
Article 5 – paragraph 2 – point b
Amendment 93 #
Proposal for a directive
Article 5 – paragraph 2 – point c
Article 5 – paragraph 2 – point c
Amendment 96 #
Proposal for a directive
Article 5 – paragraph 2 – point d
Article 5 – paragraph 2 – point d