Activities of Axel VOSS related to 2022/0406(COD)
Shadow 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
Legal basis opinions (0)
Amendments (17)
Amendment 21 #
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 growthpublic markets. Admission to trading usually entails dilution of ownership for controlling shareholders, thus reducing their influence over important investment, strategic 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 25 #
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 31 #
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 regulated market or an SME growth market without their controlling shareholders having to relinquish control. 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 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 a regulated market or 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 34 #
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 regulated market or 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 regulated markets or SME growth markets.
Amendment 40 #
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. 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 48 #
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 on 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 50 #
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 to Directive (EU) 2017/1132 and Annex II to Directive (EU) 2017/1132 which may under national law seek admission to trading of shares;
Amendment 52 #
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 voting rightsmore votes per share than another class of shares with voting rights on matters to be decided at the general meeting of shareholders;
Amendment 60 #
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 on an SME growth market on the ground that the company has adopted a multiple-vote share structure.
Amendment 61 #
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 on an SME growth market.
Amendment 70 #
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 during general meetings, by introducing eitherat least one of the following:
Amendment 85 #
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:, who do not hold multiple vote shares, and of the interests of the company.
Amendment 89 #
Proposal for a directive
Article 5 – paragraph 2 – point a
Article 5 – paragraph 2 – point a
Amendment 91 #
Proposal for a directive
Article 5 – paragraph 2 – point b
Article 5 – paragraph 2 – point b
Amendment 95 #
Proposal for a directive
Article 5 – paragraph 2 – point c
Article 5 – paragraph 2 – point c
Amendment 98 #
Proposal for a directive
Article 5 – paragraph 2 – point d
Article 5 – paragraph 2 – point d
Amendment 99 #
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;