Activities of René REPASI related to 2022/0406(COD)
Opinions (1)
OPINION 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 (16)
Amendment 22 #
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 rights. Under such structures, at least one of the classes of shares has a lower voting value than another class (or classes) of shares with voting rights. The share carrying the superior amount of votes is a multiple-vote share. Types of shares that qualify for multipe-vote share structures can differ in terms of design. The basic type of multiple-vote share contains a higher voting value at the moment of its issuance. Another type of multiple-vote share under this directive is characterized by an increase of the voting value over the time of the ownership of the share, where the increased voting value expires at the moment of the transfer of the ownership. A higher voting value can also be attached to shares, which qualify for a multiple-vote share, where the holder waives any distribution rights or receives only substantially restricted distribution rights in return.
Amendment 24 #
Proposal for a directive
Recital 4
Recital 4
Amendment 26 #
Proposal for a directive
Recital 5
Recital 5
(5) Loyalty shares, like the basic type of multiple-vote shares, 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 to increase the at. Such shares qualify for a multiple-vote share strcuture. Shares with no or substantially restraictiveness of raising funds from the publiced distribution rights serve a similar purpose by certifying the long-term engagement of respective shareholders. It is therefore not appropriate to include loyalty shares in the scope of this Direcenable companies to confer superior voting rights to such shareholders, in particular if they hold their shares for the designated tivme.
Amendment 29 #
Proposal for a directive
Recital 5 a (new)
Recital 5 a (new)
(5 a) Like multiple-vote share structures, employee participation schemes can also increase funding options, bring stability, development and growth to SMEs, and serve as an important addition to sustainable corporate governance, with benefits for both employees and companies. EFP schemes can also help companies, especially SMEs, with respect to restructuring and business continuity by addressing company succession and generational renewal problems. Favouring the development of employee participation schemes can thus contribute to the overall objectives of this Directive. Where an SME has established an employee participation schemes, the introduction of a multiple-vote share structure shall not reduce the voting and participation rights attached to the employee participation scheme in place.
Amendment 30 #
Proposal for a directive
Recital 5 b (new)
Recital 5 b (new)
(5 b) 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 40 #
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, subject to strong appropriate safeguards, 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 be safeguarded.
Amendment 42 #
Proposal for a directive
Recital 2
Recital 2
(2) Fear of losing control over a company constitutes one of the maina deterrents for controlling shareholders to access 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 47 #
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 rights. Under such structures, at least one of the classes of shares has a lower voting value than another class (or classes) of shares with voting rights. The share carrying the superior amount of votes is a multiple-vote share.
Amendment 62 #
Proposal for a directive
Article 4 – paragraph 2 a (new)
Article 4 – paragraph 2 a (new)
2 a. Member States may make the adoption of a multiple-vote share structure conditional upon an exclusion or substantial limitation of the distribution rights attached to a share that carries higher voting rights.
Amendment 63 #
Proposal for a directive
Recital 10
Recital 10
(10) Due to a diminished voting power of non-controlling shareholders in the company relative to their investments, multiple-vote share structures may provide controlling shareholders of that company with perpetual control and thereby lead to controlling shareholder entrenchment. That may increase the risk that controlling shareholders extract private benefits from control. To address those risks, the adoption of multiple-vote share structures should be subject to harmonised safeguards to protect minority shareholders.
Amendment 67 #
Proposal for a directive
Article 5 – paragraph 1 – point a a (new)
Article 5 – paragraph 1 – point a a (new)
(a a) ensure that, where a company has an employee participation scheme in place, the adoption of a multiple-vote share structure does not reduce the voting and participation rights attached to the employee participation scheme;
Amendment 73 #
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. Such information will need to be updated periodically and after significant changes in the ownership or control of the shares holding multiple voting rights.
Amendment 113 #
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 and a requirement on the maximum percentage of the outstanding share capital that the total amount of multiple- vote shares can representdifferential of one to five;
Amendment 121 #
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 requirement on the maximum percentage of the outstanding share capital that the total amount of multiple- vote shares can represent;
Amendment 147 #
Proposal for a directive
Article 5 – paragraph 2 – point a
Article 5 – paragraph 2 – point a
(a) 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 161 #
Proposal for a directive
Article 5 – paragraph 2 – point c
Article 5 – paragraph 2 – point c
(c) 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);