11 Amendments of Esther DE LANGE related to 2022/0406(COD)
Amendment 39 #
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, at their own discretion and in accordance with national law, 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, such as financing and support, as long as the rights of minority shareholders continue to be safeguarded.
Amendment 41 #
Proposal for a directive
Recital 1 a (new)
Recital 1 a (new)
(1 a) Having an untapped potential for assisting SMEs in getting access to finance, SME growth markets should therefore be the focus of this Directive, with a view to make them more attractive.
Amendment 46 #
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 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. Given that for family-owned companies in particular, loosing control in the long-term could be a deterrent, long-term predictability and control should be given particular attention in this proposal.
Amendment 58 #
Proposal for a directive
Recital 8
Recital 8
(8) Member States should, at their own discretion, 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. ThatFor the benefit of the European economy and competitiveness, that should 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 61 #
Proposal for a directive
Recital 9
Recital 9
(9) Companies mayshould enjoy the option to 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 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 64 #
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, tThe 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. Under that coordinated approach, all Member States should, ensuring that the frameworks take national ecosystems into account. Member States may consider ensureing 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 shouldmay 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 72 #
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, in accordance with existing transparency legislation, 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.
Amendment 88 #
Proposal for a directive
Article 3 – paragraph 1
Article 3 – paragraph 1
Member States may introduce or maintain in force national provisions that allow companies to adopt multiple-vote share structures in situations not covered by this Directive.
Amendment 98 #
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 99 #
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 companies that have adopted a multiple- vote share structure in accordance with this Directive, have appropriate safeguards 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 ofconsider doing the following:
Amendment 103 #
Proposal for a directive
Article 5 – paragraph 1 – point a – subparagraph 1
Article 5 – paragraph 1 – point a – subparagraph 1
ensure that a company’s decision, at its own discretion and in accordance with national law, to adopt a multiple-vote share structure and any subsequent decision to modify a multiple- vote share structure that affects voting rights are taken by the general shareholders’ meeting of that company and are approved by a qualified majority as specified in national law.