2022/0406(COD) | [ParlTrack]

Valentino GRANT, Antonio Maria RINALDI, Marco ZANNI

Proposal for a directive
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 102 #

Proposal for a directive
Article 5 – paragraph 1 – point a – subparagraph 1

(a) ensure that a company’s decision to ~~adopt~~modify a multiple- - vote share structure ~~and any subsequent decision to modify a multiple- vote share structure~~in a way that affects the voting rights ~~are~~of shares, is taken by the general ~~shareholders’ meeting of that company and are approved by~~meeting by at least a qualified majority as specified in national law.

Amendment 103 #

Valentino GRANT, Antonio Maria RINALDI, Marco ZANNI

Proposal for a directive
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.

Amendment 104 #

Proposal for a directive
Article 5 – paragraph 1 – point a – subparagraph 2

For the purposes of this point, ~~where there are several classes of shares,~~ such decisions shall also be subject to a separate vote ~~for~~in each class of shareholders ~~whos~~the rights of which are affected;. Member States shall also ensure that the multi-vote structure can vary at least in a ratio of one to ten.

Amendment 105 #

Proposal for a directive
Article 5 – paragraph 1 – point a – subparagraph 2

For the purposes of this point, where there are several classes of shares, such decisions shall also be subject to a separate vote ~~for~~within each class of share~~holders whose rights~~s the rights of which are affected;

Amendment 106 #

Paul TANG, Alfred SANT

Proposal for a directive
Article 5 – paragraph 1 – point a a (new)

(a a) ensure that companies issuing multiple-vote shares publish a justification outlining how the share structure will help guarantee the long- term interests of the company, its stakeholders including employees, and help the company contribute to environmental objectives as defined in Regulation (EU) 2020/852.

Amendment 107 #

Valentino GRANT, Antonio Maria RINALDI, Marco ZANNI

Proposal for a directive
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 meeting~~impact on the decision making process at the general meeting due to multiple-vote shares, by introducing ~~either~~one or both of the following:

Amendment 108 #

Erik POULSEN

Proposal for a directive
Article 5 – paragraph 1 – point b – introductory part

(b) limit the ~~voting weight of~~impact of the multiple- vote shares on the ~~exercise of other shareholders’ rights, in particular during~~decision-making process at the general meetings, by introducing ~~either~~at least one of the following:

Amendment 109 #

Proposal for a directive
Article 5 – paragraph 1 – point b – introductory part

Amendment 110 #

Proposal for a directive
Article 5 – paragraph 1 – point b – introductory part

(b) limit the ~~voting weight of~~impact of the multiple- vote shares on the ~~exercise of other shareholders’ rights, in particular during~~decision-making process at general meetings, by introducing ~~either~~at least one of the following:

Amendment 111 #

Proposal for a directive
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 of~~as a minimum all the following:

Amendment 112 #

Jonás FERNÁNDEZ, Pedro MARQUES, Margarida MARQUES, René REPASI

Proposal for a directive
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 ~~either of~~ the following safeguards:

Amendment 113 #

Proposal for a directive
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 represent~~differential of one to five;

Amendment 114 #

Valentino GRANT, Antonio Maria RINALDI, Marco ZANNI

Proposal for a directive
Article 5 – paragraph 1 – point b – point i

(i) a maximum weighted voting ratio a~~nd a requirement on the maximum percentage of the outstanding share capital that the total amount of multiple- vote shares can represent~~s defined in Article 2 point (f);

Amendment 115 #

Proposal for a directive
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 t~~ratio of the number of votes rights attached to~~tal amount of~~ multiple- vote shares ~~can represent~~to the votes rights attached to shares with the least voting rights;

Amendment 116 #

Erik POULSEN, Gilles BOYER, Stéphanie YON-COURTIN

Proposal for a directive
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 represent~~;

Amendment 117 #

Proposal for a directive
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 represent~~;

Amendment 118 #

Proposal for a directive
Article 5 – paragraph 1 – point b – point i

(i) a maximum weighted voting ratio ~~and~~or a requirement on the maximum percentage of the outstanding share capital that the total amount of multiple-vote shares can represent;

Amendment 119 #

Proposal for a directive
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 #

Jonás FERNÁNDEZ, Pedro MARQUES, Margarida MARQUES, René REPASI

Proposal for a directive
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 121 #

Proposal for a directive
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 122 #

Proposal for a directive
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)

(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)

(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)

(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)

(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 127 #

Valentino GRANT, Antonio Maria RINALDI, Marco ZANNI

Proposal for a directive
Article 5 – paragraph 1 – point b – point ii

(ii) a restriction on the exercise of the enhanced voting rights attached to multiple-vote shares for voting on matters to be decided at the general meeting of shareholders and that require the approval by a qualified majorityquirement that decisions by the general meeting subject to qualified majority, 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, are to be adopted by either: - 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; - 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 128 #

Proposal for a directive
Article 5 – paragraph 1 – point b – point ii

(ii) a restriction on the exercise of the enhanced voting rights attached to multiple-vote shares for voting on matters to be decided at the general meeting of shareholders and that require the approval by a qualified majority. quirement that decisions by the general meeting subject to qualified majority, 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, are to be adopted by: - a qualified majority, as specified in national law, of the votes cast at the meeting; or - a qualified majority, as specified in national law, of the votes cast, and are subject to a separate vote in each class of shares the rights of which are affected.

Amendment 129 #

Proposal for a directive
Article 5 – paragraph 1 – point b – point ii

(ii) a ~~restriction on the exercise of~~n obligation that decisions by the gen~~hanced voting rights attached to multiple-vote shares for voting on matters to be decided at the general meeting of shareholde~~eral meeting subject to qualified majority, excluding appointment and dismissal of directors as well as operational decisions to be taken by directors and that are~~quire the approval by a qualified majority.~~ submitted for approval to the general meeting, are to be adopted by one of the following:

Amendment 130 #

Proposal for a directive
Article 5 – paragraph 1 – point b – point ii – point a (new)

a) a qualified majority, in accordance with 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 131 #

Proposal for a directive
Article 5 – paragraph 1 – point b – point ii – point b (new)

b) a qualified majority, in accordance with 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 132 #

Paul TANG, Alfred SANT

Proposal for a directive
Article 5 – paragraph 1 – point b a (new)

(b a) ensure that the enhanced voting rights cannot be used to block the adoption of decisions by the general shareholders’ meeting aiming at preventing, reducing or eliminating adverse impacts on human rights and the environment related to the company’s operations.

Amendment 133 #

Proposal for a directive
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 #

Valentino GRANT, Antonio Maria RINALDI, Marco ZANNI

Proposal for a directive
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 135 #

Proposal for a directive
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 136 #

Proposal for a directive
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:~~not holding multiple-vote shares. Such safeguards, if any, shall be communicated to the Commission.

Amendment 137 #

Proposal for a directive
Article 5 – paragraph 2 – introductory part

2. Member States may provide for further safeguards to ensure adequate protection of shareholders not possessing multiple-vote shares and of the interests of the company. ~~Those safeguards may include in particular:~~

Amendment 138 #

Proposal for a directive
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 139 #

Proposal for a directive
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:~~

Amendment 140 #

Proposal for a directive
Article 5 – paragraph 2 – introductory part

2. Member States ~~may~~shall also be required to provide for further safeguards to ensure adequate protection of shareholders and of the interests of the company. Those safeguards ~~may~~shall include in particular:

Amendment 141 #

Proposal for a directive
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);deleted

Amendment 142 #

Proposal for a directive
Article 5 – paragraph 2 – point a

Amendment 143 #

Valentino GRANT, Antonio Maria RINALDI, Marco ZANNI

Proposal for a directive
Article 5 – paragraph 2 – point a

Amendment 144 #

Proposal for a directive
Article 5 – paragraph 2 – point a

Amendment 145 #

Proposal for a directive
Article 5 – paragraph 2 – point a

Amendment 146 #

Jonás FERNÁNDEZ, Pedro MARQUES, Margarida MARQUES, René REPASI

Proposal for a directive
Article 5 – paragraph 2 – point a

Amendment 147 #

Proposal for a directive
Article 5 – paragraph 2 – point a

Amendment 148 #

Proposal for a directive
Article 5 – paragraph 2 – point b

~~(b) a provision to avoid that the enhanced voting rights attached to multiple-vote shares continue to exist after a designated period of time (time- based sunset clause);~~deleted

Amendment 149 #

Proposal for a directive
Article 5 – paragraph 2 – point b

~~(b) a provision to avoid that the enhanced voting rights attached to multiple-vote shares continue to exist after a designated period of time (time- based sunset clause);~~deleted

Amendment 150 #

Valentino GRANT, Antonio Maria RINALDI, Marco ZANNI

Proposal for a directive
Article 5 – paragraph 2 – point b

~~(b) a provision to avoid that the enhanced voting rights attached to multiple-vote shares continue to exist after a designated period of time (time- based sunset clause);~~deleted

Amendment 151 #

Proposal for a directive
Article 5 – paragraph 2 – point b

~~(b) a provision to avoid that the enhanced voting rights attached to multiple-vote shares continue to exist after a designated period of time (time- based sunset clause);~~deleted

Amendment 152 #

Proposal for a directive
Article 5 – paragraph 2 – point b

~~(b) a provision to avoid that the enhanced voting rights attached to multiple-vote shares continue to exist after a designated period of time (time- based sunset clause);~~deleted

Amendment 153 #

Proposal for a directive
Article 5 – paragraph 2 – point b

~~(b) a provision to avoid that the enhanced voting rights attached to multiple-vote shares continue to exist after a designated period of time (time- based sunset clause);~~deleted

Amendment 154 #

Proposal for a directive
Article 5 – paragraph 2 – point b

(b) a provision to avoid that the enhanced voting rights attached to multiple-vote shares continue to exist after a ~~designated period of time (time-based sunset clause)~~five year period;

Amendment 155 #

Proposal for a directive
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);~~deleted

Amendment 156 #

Proposal for a directive
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);~~deleted

Amendment 157 #

Valentino GRANT, Antonio Maria RINALDI, Marco ZANNI

Proposal for a directive
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);~~deleted

Amendment 158 #

Proposal for a directive
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);~~deleted

Amendment 159 #

Proposal for a directive
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);~~deleted

Amendment 160 #

Jonás FERNÁNDEZ, Pedro MARQUES, Margarida MARQUES, René REPASI

Proposal for a directive
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);~~deleted

Amendment 161 #

Proposal for a directive
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)~~;

Amendment 162 #

Valentino GRANT, Antonio Maria RINALDI, Marco ZANNI

Proposal for a directive
Article 5 – paragraph 2 – point d

(d) a requirement to ensure that the enhanced voting rights cannot be used to block the adoption of decisions by the general shareholders’ meeting aiming at preventing, reducing or eliminating adverse impacts on human rights and the environment related to the company’s operations.deleted

Amendment 163 #

Proposal for a directive
Article 5 – paragraph 2 – point d

Amendment 164 #

Proposal for a directive
Article 5 – paragraph 2 – point d

Amendment 165 #

Proposal for a directive
Article 5 – paragraph 2 – point d

Amendment 166 #

Proposal for a directive
Article 5 – paragraph 2 – point d

Amendment 167 #

Proposal for a directive
Article 5 – paragraph 2 – point d

Amendment 168 #

Proposal for a directive
Article 6 – paragraph 1 – introductory part

1. Member States shall ensure that companies with multiple-vote share structures whose shares are traded or are to be traded on an SME growth market make publicly available, in the [EU Growth issuance document referred to in Article 15a] of Regulation (EU) 2017/1129 of the European Parliament and of the Council43 or in the admission document referred to in Article 33(3), point (c), of Directive (EU) 2014/65/EU ~~and in the company’s annual financial report referred to in Article 78(2), point (g), of Commission Delegated Regulation (EU) 2017/56544~~ , detailed information on all of the following: __________________ 43 Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (OJ L 168, 30.6.2017, p. 12) 44 Commission Delegated Regulation (EU) 2017/565 of 25 April 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council as regards organisational requirements and operating conditions for investment firms and defined terms for the purposes of that Directive (OJ L 87, 31.3.2017, p. 1).

Amendment 169 #

Proposal for a directive
Article 6 – paragraph 1 – introductory part

1. Member States shall ensure that companies with multiple-vote share structures whose shares are traded or are to be traded on an regulated market, a SME growth market or any other MTF make publicly available, in the ~~[EU Growth issuance document~~prospectus referred to in Article ~~15a]~~6 of Regulation (EU) 2017/1129 of the European Parliament and of the Council43 [or in the EU Growth issuance document referred to in Article 15a of that Regulation] or in the admission document referred to in Article 33(3), point (c), of Directive (EU) 2014/65/EU and in the company’s annual financial report referred to in Article 78(2), point (g), of Commission Delegated Regulation (EU) 2017/56544 , detailed information on all of the following: __________________ 43 Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (OJ L 168, 30.6.2017, p. 12) 44 Commission Delegated Regulation (EU) 2017/565 of 25 April 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council as regards organisational requirements and operating conditions for investment firms and defined terms for the purposes of that Directive (OJ L 87, 31.3.2017, p. 1).

Amendment 170 #

Proposal for a directive
Article 6 – paragraph 1 – introductory part

1. Member States shall ensure that companies with multiple-vote share structures whose shares are traded or are to be traded on a regulated market or an SME growth market make publicly available, ~~in the [EU Growth issuance document~~respectively, in the prospectus referred to in Article ~~15a]~~6 of Regulation (EU) 2017/1129 of the European Parliament and of the Council43 [or in the EU Growth prospectus referred to in Article 15a of that Regulation] or in the admission document referred to in Article 33(3), point (c), of Directive (EU) 2014/65/EU and in the company’s annual financial report referred to in Article 78(2), point (g), of Commission Delegated Regulation (EU) 2017/56544 , detailed information on all of the following: __________________ 43 Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (OJ L 168, 30.6.2017, p. 12) 44 Commission Delegated Regulation (EU) 2017/565 of 25 April 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council as regards organisational requirements and operating conditions for investment firms and defined terms for the purposes of that Directive (OJ L 87, 31.3.2017, p. 1).

Amendment 171 #

Proposal for a directive
Article 6 – paragraph 1 – point a

(a) the structure of their capital, including securities which are not admitted to trading on ~~an SME growth~~the relevant 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;

Amendment 172 #

Proposal for a directive
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;

Amendment 173 #

Proposal for a directive
Article 6 – paragraph 1 – point a

Amendment 174 #

Proposal for a directive
Article 6 – paragraph 1 – point c

~~(c) the identity of holders of any securities with special control rights and a description of those rights;~~deleted

Amendment 175 #

Proposal for a directive
Article 6 – paragraph 1 – point e

(e) the identity ~~of the~~, if known to the company, of shareholders holding multiple-vote shares representing more than 5 % of the voting rights of all shares in the company, and of ~~the~~ natural persons or legal entityies entitled to exercise voting rights on behalf of such shareholders, where applicable.

Amendment 176 #

Proposal for a directive
Article 6 – paragraph 1 – point e

(e) if known by the company, the identity of the shareholders holding multiple-vote shares, representing more than 5 % of the voting rights of all shares in the company, and of the natural person or legal entity entitled to exercise voting rights on behalf of such shareholders, where applicable.

Amendment 177 #

Proposal for a directive
Article 7 – paragraph 1 – introductory part

By [~~fiv~~three 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 [~~four~~two 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

1. Member States shall bring into force the law, regulations and administrative provisions necessary to comply with this Directive by 12 ~~year~~months 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.

Amendment 36 #

Proposal for a directive
Recital 1

(1) To reinforce the attractiveness of ~~SME growth markets~~listing 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 regulated markets or 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 37 #

Proposal for a directive
Recital 1

(1) To reinforce the attractiveness of ~~SME growth~~the EU's capital 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~~regulated markets, SME growth markets or other Multilateral Trading Facilities (MTF) enjoying the benefits associated to trading on those markets, as long as the rights of minority shareholders continue to be safeguarded.

Amendment 38 #

Proposal for a directive
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 be~~all actors concerned, in particular minority shareholders and of workers, are continuously safeguarded.

Amendment 39 #

Jonás FERNÁNDEZ, Pedro MARQUES, Margarida MARQUES, René REPASI

Proposal for a directive
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 40 #

Proposal for a directive
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 41 #

Jonás FERNÁNDEZ, Pedro MARQUES, Margarida MARQUES, René REPASI

Proposal for a directive
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 42 #

Proposal for a directive
Recital 2

(2) Fear of losing control over a company constitutes ~~one of the main~~a 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 43 #

Proposal for a directive
Recital 2

(2) Fear of losing control over a company constitutes one of the main deterrents for controlling shareholders to ~~access SME growth markets~~seek listing. 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 44 #

Proposal for a directive
Recital 2

(2) Fear of losing control over a company constitutes one of the main deterrents for controlling shareholders to access ~~SME growth~~public 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 45 #

Proposal for a directive
Recital 2

(2) Fear of losing control over a company constitutes one of the main deterrents for controlling shareholders to access ~~SME growth~~public 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. Shareholders in SMEs and family-owned companies might be strongly deterred from seeking listing and tapping into public markets due to fear of losing control over the company.

Amendment 46 #

Jonás FERNÁNDEZ, Pedro MARQUES, Margarida MARQUES, René REPASI

Proposal for a directive
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 47 #

Proposal for a directive
Recital 3

(3) Multiple-vote share structures are a~~n 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 48 #

Proposal for a directive
Recital 3

Amendment 49 #

Proposal for a directive
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 50 #

Proposal for a directive
Recital 4

Amendment 51 #

Proposal for a directive
Recital 5

(5) Loyalty shares~~, like~~ with multiple-vote ~~share~~rights, 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~~eby increaseing the attractiveness of ~~raising funds from the public~~a long- term commitment. It is therefore ~~not~~ appropriate to include loyalty shares in the scope of this Directive.

Amendment 52 #

Proposal for a directive
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 SME growth market~~ without their controlling shareholders having to relinquish control. While admission to trading on regulated markets is generally 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 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 53 #

Proposal for a directive
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 onregulated market, a SME growth market or any other MTF 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 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 54 #

Proposal for a directive
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 55 #

Proposal for a directive
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. 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 sharesregulated market or an SME growth market. This may also include cases whereby companies transfer from an SME growth market to a regulated market, while retaining multiple-vote shares.

Amendment 56 #

Proposal for a directive
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~~regulated market, an SME growth market or any other MTF. 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 57 #

Proposal for a directive
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 58 #

Proposal for a directive
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. ~~That~~For 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 59 #

Proposal for a directive
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 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 regulated market, a SME growth market or any other MTF 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 60 #

Proposal for a directive
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 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 regulated market or a 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 61 #

Proposal for a directive
Recital 9

(9) Companies ~~may~~should 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 62 #

Jonás FERNÁNDEZ, Pedro MARQUES, Margarida MARQUES, René REPASI

Proposal for a directive
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 63 #

Proposal for a directive
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 64 #

Proposal for a directive
Recital 11

(11) Member States that allow multiple- vote shares provide for safeguards to protect minority shareholders and the interests of the company. ~~However, t~~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, 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 ~~should~~may 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 65 #

Proposal for a directive
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 66 #

Proposal for a directive
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, a~~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 orand 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 67 #

Proposal for a directive
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 may includes, inter alia, 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. In companies where there are several classes of shares, such qualified majority should be calculated on the basis of the total number of the votes cast and on the votes within each class of shares affected by the decision. 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 68 #

Proposal for a directive
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 69 #

Paul TANG, Alfred SANT

Proposal for a directive
Recital 11 a (new)

(11 a) Even though multiple-vote shares can create risks for stakeholders of a company, by giving a stronger voice to founders and long-term shareholders, multiple-vote shares can also protect a company from an excessive focus on short-term interests and thereby help stimulate its long-term sustainable growth in line with the interests of stakeholders and the environment. To ensure multiple- vote shares are used in this positive way, companies issuing multiple-vote shares should publish a report detailing how their share structure helps promote the interests of all their stakeholders as well as the environment.

Amendment 70 #

Proposal for a directive
Recital 12

(12) Member States should ~~be given discretion~~also be required to introduce additional safeguards~~, where needed,~~ to ensure adequate protection of minority shareholders’ interests and the interest of the company~~. Member States should assess the appropriateness of additional safeguards in light of their effectiveness in protecting the interests of minority shareholders and of the company, while~~, including a transfer-based sunset clause, a time-based sunset clause of five years, an event-based sunset clause, and a safeguard to ensur~~ing~~e 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 directorthe enhanced voting rights cannot be used to block the adoption of decisions by the general shareholders’ meeting concerning human rights and environmental issues related to the company’s operations.

Amendment 71 #

Proposal for a directive
Recital 12

(12) Member States should be ~~given discretion~~able 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 72 #

Jonás FERNÁNDEZ, Pedro MARQUES, Margarida MARQUES, René REPASI

Proposal for a directive
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 73 #

Proposal for a directive
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 74 #

Proposal for a directive
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

(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

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 77 #

Proposal for a directive
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~~n SME growth market~~ regulated market, a SME growth market or any other Multilateral Trading Facility (MTF) in one or more Member States and that do not have shares already admitted to trading on any trading venue.

Amendment 78 #

Proposal for a directive
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 79 #

Erik POULSEN, Gilles BOYER, Stéphanie YON-COURTIN

Proposal for a directive
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 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 80 #

Proposal for a directive
Article 2 – paragraph 1 – point a

(a) ‘company’ means a legal entity incorporated as one of the types of companies listed in 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 81 #

Proposal for a directive
Article 2 – paragraph 1 – point a

(a) ‘company’ means a legal entity incorporated as one of the types of companies listed in Annex II to Directive (EU) 2017/1132;

Amendment 82 #

Proposal for a directive
Article 2 – paragraph 1 – point b

(b) ‘multiple-vote shares’ means shares belonging to a distinct and separate class and that carry a higher ~~voting rights~~number of votes per share than another class of shares with voting rights on matters to be decided at the general meeting of shareholders;

Amendment 83 #

Proposal for a directive
Article 2 – paragraph 1 – point f a (new)

(f a) 'multilateral trading facility' means a multilateral trading facility as defined in Article 4(1), point (22), of Directive 2014/65/EU

Amendment 84 #

Proposal for a directive
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 85 #

Proposal for a directive
Article 2 – paragraph 1 – point f a (new)

(f a) ‘regulated market’ means a regulated market as defined in Article 4(1), point (21), of Directive 2014/65/EU;

Amendment 86 #

Proposal for a directive
Article 3 – title

~~Introduction or maintenance of~~Limitations related to national provisions on multiple-vote shares

Amendment 87 #

Proposal for a directive
Article 3 – paragraph 1

Member States ~~may~~shall not introduce ~~or maintain in force~~new 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 88 #

Proposal for a directive
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 89 #

Erik POULSEN

Proposal for a directive
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. For the purposes of the first subparagraph, 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 90 #

Proposal for a directive
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 regulated market, a SME growth market or any other MTF in one or more Member States. Member States shall not prevent the admission to trading of shares of a company on an regulated market, a SME growth market or any other MTF on the ground that the company has adopted a multiple-vote share structure.

Amendment 91 #

Proposal for a directive
Article 4 – paragraph 1

Amendment 92 #

Proposal for a directive
Article 4 – paragraph 1

Amendment 93 #

Proposal for a directive
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 an regulated market, a SME growth market or any other MTF.

Amendment 94 #

Proposal for a directive
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 95 #

Proposal for a directive
Article 4 – paragraph 2

Amendment 96 #

Proposal for a directive
Article 4 – paragraph 3

3. Member States may make the exercise of the enhanced voting rights attached to the multiple-vote shares conditional upon the admission to trading of shares on an regulated market, a SME growth market or any other MTF in one or more Member States.

Amendment 97 #

Proposal for a directive
Article 4 – paragraph 3

3. Member States may make the exercise of the enhanced voting rights attached to the multiple-vote shares conditional upon the admission to trading of shares on a regulated market or an SME growth market in one or more Member States.

Amendment 98 #

Proposal for a directive
Article 5 – title

Safeguards ~~for fair and non- discriminatory treatment of shareholders of a company~~in companies that have adopted a multiple-vote share structure

Amendment 99 #

Proposal for a directive
Article 5 – paragraph 1 – introductory part

1. Member States shall ensure ~~fair and non-discriminatory treatment of shareholders, as well as~~that 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 of~~consider doing the following:

source: 751.684

2023/07/14 JURI 85 amendments...

Amendment 100 #

Proposal for a directive
Article 7 – paragraph 1 – introductory part

Amendment 101 #

Proposal for a directive
Article 7 – paragraph 1 – point c a (new)

(c a) the convergences and divergences between the multiple-vote share structures existing in Member States following the implementation of this Directive.

Amendment 102 #

Proposal for a directive
Article 7 – paragraph 1 a (new)

Prior to the drafting of the report, the Commission shall also make use of information provided by and regular exchanges with relevant stakeholders, in particular European and national representatives of SMEs, shareholders and workers.

Amendment 103 #

Proposal for a directive
Article 8 – paragraph 1

Amendment 19 #

Proposal for a directive
Recital 1

Amendment 20 #

Proposal for a directive
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 21 #

Proposal for a directive
Recital 2

Amendment 22 #

Proposal for a directive
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 23 #

Proposal for a directive
Recital 3

Amendment 24 #

Proposal for a directive
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.deleted

Amendment 25 #

Proposal for a directive
Recital 4

Amendment 26 #

Proposal for a directive
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 restraict~~iveness of raising funds from the public~~ed 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 Direc~~enable companies to confer superior voting rights to such shareholders, in particular if they hold their shares for the designated tivme.

Amendment 27 #

Proposal for a directive
Recital 5

(5) Loyalty shares, ~~like~~such as multiple- vote shares, confer ~~superior voting right~~an 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 28 #

Proposal for a directive
Recital 5

Amendment 29 #

Proposal for a directive
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)

(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 31 #

Proposal for a directive
Recital 7

Amendment 32 #

Proposal for a directive
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 33 #

Proposal for a directive
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 and workers in accordance with this Directive as a minimum. 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. The introduction of new national provisions on multiple-vote share structures in situations not covered by this Directive should not be allowed.

Amendment 34 #

Proposal for a directive
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 35 #

Proposal for a directive
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)

(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

(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 safeguards to protect minority shareholders.deleted

Amendment 38 #

Proposal for a directive
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 ~~minority~~the shareholders ~~and the interests of the company. However, the e~~holding 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 coordinated~~the 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 39 #

Proposal for a directive
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 policies. 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 40 #

Proposal for a directive
Recital 11

Amendment 41 #

Proposal for a directive
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 42 #

Proposal for a directive
Recital 12

Amendment 43 #

Proposal for a directive
Recital 12

(12) Member States should ~~be gi~~haven discretion to introduce additional safeguards~~, where needed,~~ to ensure adequate protection of ~~minority shareholders’ interests and the interest of the company~~the interest of shareholders who do not hold multiple-vote shares. Member States should assess the appropriateness of ~~additional~~such safeguards in light of their effectiveness in protecting the interests of ~~minority~~those shareholders ~~and of the company~~, while ensuring that ~~such~~the 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 import~~holders of multiple-vote shares to influence the appointment antd d~~ecisions, including the appointment of directors~~ismissal of directors and thereby the operational decisions in the company.

Amendment 44 #

Proposal for a directive
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 45 #

Proposal for a directive
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 46 #

Proposal for a directive
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 53 years following the date of transposition. and every 3 years thereafter.

Amendment 47 #

Proposal for a directive
Article 1 – paragraph 1

Amendment 48 #

Proposal for a directive
Article 1 – paragraph 1

Amendment 49 #

Proposal for a directive
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 50 #

Proposal for a directive
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 51 #

Proposal for a directive
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 52 #

Proposal for a directive
Article 2 – paragraph 1 – point b

(b) ‘multiple-vote shares’ means shares belonging to a distinct and separate class and that carry ~~higher voting rights~~more votes per share 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)

(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)

(d b) ‘Multilateral Trading Facility’ or ‘MTF’ means an MTF as defined in Article 4(1), point (22) of Directive 2014/65/EU;

Amendment 55 #

Proposal for a directive
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 56 #

Proposal for a directive
Article 3

Introduction or maintenance of national 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.Article 3 deleted provisions on multiple-vote shares

Amendment 57 #

Proposal for a directive
Article 3 – title

~~Introduction or maintenance of~~Limitations related to national provisions on multiple-vote shares

Amendment 58 #

Proposal for a directive
Article 3 – paragraph 1

Member States ~~may~~shall not introduce ~~or maintain in force national provisions that allow companies to adopt multiple-vote share structures in situations not covered by this Directive~~new 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 59 #

Proposal for a directive
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 60 #

Proposal for a directive
Article 4 – paragraph 1

Amendment 61 #

Proposal for a directive
Article 4 – paragraph 2

Amendment 62 #

Proposal for a directive
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
Article 5 – title

Safeguards ~~for fair and non- discriminatory treatment of shareholders of a company~~in companies that have adopted a multiple-vote share structure

Amendment 64 #

Proposal for a directive
Article 5 – paragraph 1 – introductory part

1. Member States shall ensure ~~fair and non-discriminatory treatment of shareholders, as well as~~that 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 65 #

Proposal for a directive
Article 5 – paragraph 1 – introductory part

Amendment 66 #

Proposal for a directive
Article 5 – paragraph 1 – point a – paragraph 2

Amendment 67 #

Proposal for a directive
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 68 #

Proposal for a directive
Article 5 – paragraph 1 – point b – introductory part

Amendment 69 #

Proposal for a directive
Article 5 – paragraph 1 – point b – introductory part

Amendment 70 #

Proposal for a directive
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 ~~either~~at least one of the following:

Amendment 71 #

Proposal for a directive
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 72 #

Proposal for a directive
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 represent;~~deleted

Amendment 73 #

Proposal for a directive
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 74 #

Proposal for a directive
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 75 #

Proposal for a directive
Article 5 – paragraph 1 – point b – point i b (new)

Amendment 76 #

Proposal for a directive
Article 5 – paragraph 1 – point b – point i c (new)

Amendment 77 #

Proposal for a directive
Article 5 – paragraph 1 – point b – point i d (new)

Amendment 78 #

Proposal for a directive
Article 5 – paragraph 1 – point b – point i e (new)

Amendment 79 #

Proposal for a directive
Article 5 – paragraph 1 – point b – point i f (new)

Amendment 80 #

Proposal for a directive
Article 5 – paragraph 1 – point b – point ii

(ii) a re~~striction on the exercise of~~quirement that decisions by the gen~~hanced voting rights attached to multiple-vote shares for voting on matters to be decided at the general meeting of shareholde~~eral meeting subject to qualified majority, excluding appointment and dismissal of directors as well as operational decisions to be taken by directors and that are~~quire 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)

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)

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 83 #

Proposal for a directive
Article 5 – paragraph 1 a (new)

Amendment 84 #

Proposal for a directive
Article 5 – paragraph 2 – introductory part

Amendment 85 #

Proposal for a directive
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 86 #

Proposal for a directive
Article 5 – paragraph 2 – introductory part

Amendment 87 #

Proposal for a directive
Article 5 – paragraph 2 – point a

Amendment 88 #

Proposal for a directive
Article 5 – paragraph 2 – point a

Amendment 89 #

Proposal for a directive
Article 5 – paragraph 2 – point a

Amendment 90 #

Proposal for a directive
Article 5 – paragraph 2 – point b

~~(b) a provision to avoid that the enhanced voting rights attached to multiple-vote shares continue to exist after a designated period of time (time- based sunset clause);~~deleted

Amendment 91 #

Proposal for a directive
Article 5 – paragraph 2 – point b

~~(b) a provision to avoid that the enhanced voting rights attached to multiple-vote shares continue to exist after a designated period of time (time- based sunset clause);~~deleted

Amendment 92 #

Proposal for a directive
Article 5 – paragraph 2 – point b

~~(b) a provision to avoid that the enhanced voting rights attached to multiple-vote shares continue to exist after a designated period of time (time- based sunset clause);~~deleted

Amendment 93 #

Proposal for a directive
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);~~deleted

Amendment 94 #

Proposal for a directive
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);~~deleted

Amendment 95 #

Proposal for a directive
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);~~deleted

Amendment 96 #

Proposal for a directive
Article 5 – paragraph 2 – point d

Amendment 97 #

Proposal for a directive
Article 5 – paragraph 2 – point d

Amendment 98 #

Proposal for a directive
Article 5 – paragraph 2 – point d

Amendment 99 #