The rights and powers of shareholders and the rights introduced by directive 2007/36/EC of the European Parliament and of the council

Abstract

All the Member States are required to implement the Shareholder Rights Directive 1 by August 2009. Given that general meetings belong to the everyday business of listed companies, it is very important to examine the impact the Directive will have on the rights of shareholders and the way they are exercised during these meetings. This thesis breaks down this analysis into four chapters. The first chapter describes in detail the nature and mechanisms behind general meetings and various rights shareholders have at their disposal today. This description is made by looking at the local position in order for the reader to be able to fully comprehend the effect the Directive will have on Malta. Chapter two analyzes the various problems encountered by cross-border shareholders when exercising their rights, additionally it discusses the possible solutions offered by modem technology which can remedy the situation. The third chapter goes through the new provisions introduced by the Directive. An impact assessment of these provisions on the Maltese position is also made. Chapter four then looks at the Directive from a critical point of view and shows how the Directive; fails to provide a concrete solution for shareholder identification and; fails to issue adequate provision which regulate the use of electronic means by companies and their shareholders. This criticism is followed by suggested measures which I consider to be vital for the attainment of a smooth electronic exercise of shareholder rights in Europe. The final chapter compares the EU' s position on shareholder rights with that of the U.S. After considering the fact that, when it comes to company law reform, the EU still lags behind the U.S especially in the field of shareholder rights, this thesis subsequently delves into the question as to whether the Directive was the best tool chosen to strengthen the rights of shareholders.