Activities of Claude GRUFFAT 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 (28)
Amendment 38 #
Proposal for a directive
Recital 1
Recital 1
(1) To reinforce the attractiveness of SME growth markets 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 SME growth markets, while enjoying the benefits associated to trading on those markets, as long as the rights of minority shareholders continue to beall actors concerned, in particular minority shareholders and of workers, are continuously safeguarded.
Amendment 51 #
Proposal for a directive
Recital 5
Recital 5
(5) Loyalty shares, like with multiple-vote sharerights, confer superior voting rights 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 toeby increaseing the attractiveness of raising funds from the publica long- term commitment. It is therefore not appropriate to include loyalty shares in the scope of this Directive.
Amendment 57 #
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, only where they ensure the application of adequate safeguards for the protection of minority shareholders in accordance with this Directive. 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 shares. This may also include cases whereby companies transfer from an SME growth market to a regulated market, while retaining multiple-vote shares.
Amendment 68 #
Proposal for a directive
Recital 11
Recital 11
(11) Member States that allow multiple- vote shares provide for safeguards to protect minority shareholders and the interests of the company. However, the existing safeguards vary between Member States due to national specificities and diverging company law systems. 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 coordinated approach 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, or against decisions aimed at improving corporate transparency and corporate governance, including executive remuneration and dividend policy. 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 shareholders.
Amendment 71 #
Proposal for a directive
Recital 12
Recital 12
(12) Member States should be given discretionable to introduce additional safeguards, where needed, to ensure adequate protection of minority shareholders’ interests and the interest, the respect of workers' rights, in particular rights to information, consultation and participation, and protection of the long- term interests and sustainability of the company. Member States should assess the appropriateness of additional safeguards in light of their effectiveness in protecting the interests of minority shareholders, of the workers and of the company, while ensuring that such safeguards do not defeat the purpose of multiple-vote share structures, i.e. the possibility for a company’s controlling shareholders to influence important decisions, including the appointment of directors.
Amendment 74 #
Proposal for a directive
Recital 13
Recital 13
(13) The disclosure of accurate, comprehensive and timely information about issuers strengthens investor confidence and allows for informed investment decision-making. Such informed investment decision-making enhances both investor protection and market efficiency. Member States should therefore require companies with multiple- vote share structures to publish detailed information on their share structure and corporate governance system at the moment of the admission to trading, as well as periodically in the annual financial report. Such information should mention whether there are any limitations on the holding of securities, including whether any transfer of securities requires the approval either of the company, or of other holders of securities. It should also mention whether there are any restrictions on voting rights, including limitations of the voting rights of holders of a given percentage or number of votes, deadlines for exercising voting rights, or systems whereby the financial rights attached to securities are separated from the holding of securities. Furthermore, those companies should disclose the identity of holders of multiple- vote shares as well as of the natural persons entitled to exercise voting rights on their behalf and of persons exercising special control rights to provide investors, as members of general public, with transparency on ultimate ownership and de facto influence on the company. This would allow investors to make informed decisions and thereby strengthen their confidence in well-functioning capital markets. The information should be updated and disclosed at least every year as well as after any change regarding these shares.
Amendment 75 #
Proposal for a directive
Recital 15
Recital 15
(15) To assess the implementation and impact of this Directive, in particular any negative impacts on all actors concerned, and to take account of market developments and developments in other areas of Union law or Member States’ experiences with the implementation of this Directive, the Commission should review this Directive 5three years following the date of transposition. and every three years thereafter.
Amendment 76 #
Proposal for a directive
Article 1 – paragraph 1
Article 1 – paragraph 1
This Directive lays down common rules on multiple-vote share structures, including for loyalty shares, in companies that seek the admission to trading of their shares on a EU based 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 84 #
Proposal for a directive
Article 2 – paragraph 1 – point f a (new)
Article 2 – paragraph 1 – point f a (new)
(f a) ‘EU based regulated market’ means a market defined as per Article 4(1), point (21), of Directive 2014/65/EU;
Amendment 86 #
Proposal for a directive
Article 3 – title
Article 3 – title
Amendment 87 #
Proposal for a directive
Article 3 – paragraph 1
Article 3 – paragraph 1
Member States mayshall not introduce or maintain in forcenew national provisions that allow companies to adopt multiple-vote share structures in situations not covered by this Directive, after the entry into force of this Directive. Nevertheless, Member States may maintain in force existing national provisions that allow companies to adopt multiple-vote share structures in situations not covered by this Directive, only where they ensure that safeguards for fair and non-discriminatory treatment of shareholders are introduced in accordance with Article 5.
Amendment 101 #
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 as adequate protection of the interests of the shareholders who do not hold multiple-vote shares, the workers and of the company through appropriate safeguards. To that effect, Member States shall do all of the following:
Amendment 111 #
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 of multiple- vote shares on the exercise of other shareholders’ rights, in particular by introdurcing general meetings, by introducing either ofas a minimum all the following:
Amendment 119 #
Proposal for a directive
Article 5 – paragraph 1 – point b – point i
Article 5 – paragraph 1 – point b – point i
(i) a maximum weighted voting ratio of 10:1 and a requirement on the maximum percentage of the outstanding share capital that the total amount of multiple-vote shares can represent;
Amendment 120 #
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 provision to avoid that the enhanced voting rights attached to multiple-vote shares continue to exist after a designated period of time up to 5 years (time-based sunset clause);
Amendment 122 #
Proposal for a directive
Article 5 – paragraph 1 – point b – point i b (new)
Article 5 – paragraph 1 – point b – point i b (new)
(i b) a provision to avoid that the enhanced voting rights attached to multiple-vote shares are transferred to third parties or continue to exist upon the death, incapacitation or retirement of the original holder of multiple-vote shares (transfer-based sunset clause);
Amendment 123 #
Proposal for a directive
Article 5 – paragraph 1 – point b – point i c (new)
Article 5 – paragraph 1 – point b – point i c (new)
(i c) a restriction on the exercise of the enhanced voting rights attached to multiple-vote shares for voting on matters related to executive remuneration and dividend policy as well as for the approval of related party transactions;
Amendment 124 #
Proposal for a directive
Article 5 – paragraph 1 – point b – point i d (new)
Article 5 – paragraph 1 – point b – point i d (new)
(i d) a requirement to ensure that the enhanced voting rights cannot be used to block the adoption or implementation of decisions by the general shareholders’ meeting aiming at preventing, reducing or eliminating adverse impacts on human rights, the environment and the climate related to the company’s operations and those carried out by entities in their value chain;
Amendment 125 #
Proposal for a directive
Article 5 – paragraph 1 – point b – point i e (new)
Article 5 – paragraph 1 – point b – point i e (new)
(i e) a requirement to ensure that the enhanced voting rights cannot be used to block the adoption or implementation of decisions by the general shareholders’ meeting aiming at improving corporate governance, including decisions to enhance corporate transparency and accountability.
Amendment 126 #
Proposal for a directive
Article 5 – paragraph 1 – point b – point i f (new)
Article 5 – paragraph 1 – point b – point i f (new)
(i f) a requirement to ensure that enhanced voting rights are not used to block the adoption or implementation of decisions by the general shareholders’ meeting aimed at or contributing to aligning business models and strategies with the transition to a sustainable economy, limiting global warming to 1.5°C in line with the Paris Agreement, or achieving climate neutrality as established in Regulation (EU) 2021/1119 as regards its operations in the Union;
Amendment 133 #
Proposal for a directive
Article 5 – paragraph 1 a (new)
Article 5 – paragraph 1 a (new)
1 a. Member States shall ensure that employees’ rights to information, consultation and participation are respected in relation to the decision on and use of multiple vote shares, and that these rights are exercised in accordance with existing provisions or practices in force, including the legal framework provided for in Directive 2002/14/EC.
Amendment 134 #
Proposal for a directive
Article 5 – paragraph 2 – introductory part
Article 5 – paragraph 2 – introductory part
2. Member States may provide for further safeguards to ensure adequate protection of shareholders and of the interests of the company. Those safeguards may include in particular:and fair treatment of minority shareholders, respect of workers rights, in particular rights to information, consultation and participation, and protection of the long-term interests and sustainability of the company. This may also include a provision to avoid that the enhanced voting rights attached to multiple-vote shares continue to exist upon the occurrence of a specified event (event-based sunset clause).
Amendment 143 #
Proposal for a directive
Article 5 – paragraph 2 – point a
Article 5 – paragraph 2 – point a
Amendment 148 #
Proposal for a directive
Article 5 – paragraph 2 – point b
Article 5 – paragraph 2 – point b
Amendment 157 #
Proposal for a directive
Article 5 – paragraph 2 – point c
Article 5 – paragraph 2 – point c
Amendment 163 #
Proposal for a directive
Article 5 – paragraph 2 – point d
Article 5 – paragraph 2 – point d
Amendment 177 #
Proposal for a directive
Article 7 – paragraph 1 – introductory part
Article 7 – paragraph 1 – introductory part
By [fivthree years after the entry into force]application] and every three years thereafter, the Commission shall submit a report to the European Parliament and the Council on the implementation and effects of this Directive. To that effect by [fourtwo years after the entry into force] and every three years thereafter, Member States shall provide the Commission with all relevant information in particular on the following:
Amendment 178 #
Proposal for a directive
Article 8 – paragraph 1
Article 8 – paragraph 1
1. Member States shall bring into force the law, regulations and administrative provisions necessary to comply with this Directive by 12 yearmonths after the date of entry into force of this Directive. They shall immediately inform the Commission thereof. When Member States adopt those measures, they shall contain a reference to this Directive or be accompanied by such a reference on the occasion of their official publication. The methods of making such reference shall be laid down by Member States.