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DRAFT REPORT (COM(2022)0761 – C90416/2022 – 2022/0406(COD))

On the proposal for a directive of the European Parliament and of the Council on multiple-vote share structures in companies that seek the admission to trading of their shares on an SME growth market

ECON-PR-749139

Committee on Economic and Monetary Affairs · Rapporteur: Alfred Sant

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Written by a language model from the full text only; every figure comes from the text. The paragraph links open the paragraph a statement rests on — check the text itself before relying on it.

The draft report proposes Parliament's position on a directive on multiple-vote share structures for companies seeking admission to trading on an SME growth market. It widens the scope to regulated markets, sets safeguards for non-multiple-vote shareholders, requires disclosure and a 'WVR' stock marker, and shortens review and transposition deadlines. The rapporteur's explanatory statement approves simplification and standardisation of the EU listing framework, provided investor protection is maintained, and lists changes on prospectus thresholds, prospectus length, ESG requirements, MAR insiders, MiFID II and multiple-vote structures.

Committee position. The rapporteur approves the Commission proposal with adjustments: widen multiple-vote structures to all regulated markets, add obligatory safeguards including a limited voting ratio and a ten-year sunset clause, and remove the Commission's text on insiders lists.

Key points

  1. Member States must let companies without listed shares adopt multiple-vote share structures for admission to trading on a regulated market or an SME growth market, and must not block admission on that ground.
  2. The right to adopt such structures includes adopting them before seeking admission, and Member States may make the enhanced voting rights conditional on admission to trading.
  3. Member States may keep national provisions allowing multiple-vote structures in situations not covered by the directive.
  4. Member States must ensure appropriate safeguards for shareholders who do not hold multiple-vote shares.
  5. The multiple-voting ratio must range only between one to two and one to five.
  6. Enhanced voting rights must stop existing after a ten-year time-based sunset clause.
  7. The impact of multiple-vote shares on general meeting decisions must be limited by a maximum voting-rights ratio, qualified-majority requirements with or without a separate class vote, and a ban on using enhanced rights to block decisions on human rights or environmental impacts.
  8. Member States may provide further safeguards for shareholders who do not hold multiple-vote shares.
  9. Companies with multiple-vote structures traded on a regulated market or an SME growth market must publish detailed information in the prospectus, the EU Growth issuance document, the admission document and the annual financial report.
  10. Such companies must have a stock name ending with the marker 'WVR' (Weighted Voting Rights), and national competent authorities and SME growth markets must promote investor understanding of it.
  11. The Commission must report on the directive's implementation three years after entry into force, with Member States providing information two years after entry into force.
  12. Member States must bring into force the laws, regulations and administrative provisions needed to comply with the directive within one year after its entry into force.

Who is affected

  • Companies without listed shares seeking admission to trading on a regulated market or an SME growth market; they gain the right to adopt multiple-vote structures.
  • Shareholders who do not hold multiple-vote shares; they receive safeguards and disclosure.
  • Member States; they must allow adoption, may keep national provisions, and must transpose the directive within one year.
  • National competent authorities and SME growth markets; they must promote understanding of the 'WVR' marker.
  • The Commission; it must review the directive and report to Parliament and the Council.

Figures and deadlines

  • 'one to two' and 'one to five' — the only permitted multiple-voting ratios.
  • 'ten years' — period after which enhanced voting rights must cease under the time-based sunset clause.
  • 'three years after the entry into force' — deadline for the Commission's implementation report.
  • 'two years after the entry into force' — deadline for Member States to provide information to the Commission.
  • 'one year after the date of entry into force' — deadline for Member States to transpose the directive.

Legal basis: Article 294(2) and Article 50(1), Article 50(2), point (g), and Article 114 of the Treaty on the Functioning of the European Union.