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DRAFT OPINION (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

JURI-PA-750107

Committee on Legal Affairs · Rapporteur: René Repasi

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The Committee on Legal Affairs gives its draft opinion on the proposed directive on multiple-vote share structures for companies listing on SME growth markets. It backs minimum harmonisation but asks for stronger safeguards for minority shareholders and the company. The rapporteur wants safeguards to cover adverse human rights, climate and environmental consequences, and to stop controlling shareholders blocking sustainable development decisions. Member States could also add corporate governance safeguards. The amendments widen the directive's scope to loyalty shares, allow adoption of multiple-vote structures at company creation, require a qualified majority and possible separate votes, cap voting weight, add a 'WVR' stock marker, and shorten review and transposition deadlines.

Committee position. The Committee on Legal Affairs calls on the Committee on Economic and Monetary Affairs to take into account its amendments, which strengthen safeguards for minority shareholders and the company, widen the scope to loyalty shares, cap voting weight, add a 'WVR' marker and shorten review and transposition deadlines.

Key points

  1. The opinion supports minimum harmonisation of national laws on multiple-vote share structures for companies listing on SME growth markets, with flexibility for Member States.
  2. It asks for harmonised safeguards against decisions creating risks for or resulting in adverse human rights, climate change and environmental consequences, in line with the upcoming Corporate Sustainability Due Diligence Directive.
  3. It proposes that Member States may introduce corporate governance safeguards to enhance director independence, avoid entrenchment and expropriation risks and protect minority shareholders.
  4. Amendment 1 adds that companies should be able to choose governance structures subject to appropriate safeguards, so controlling shareholders can retain control while minority rights are safeguarded.
  5. Amendment 2 removes the exclusion of loyalty shares from the directive's scope.
  6. Amendment 3 allows multiple-vote structures to be adopted at company creation in the articles of association, and Member States may make enhanced voting rights conditional on admission to trading.
  7. Amendment 4 requires a qualified majority at the general shareholders' meeting for adopting or modifying a multiple-vote structure, allows a separate vote for non-multiple-vote shareholders, and requires limits on voting weight.
  8. Amendment 5 requires companies to publish detailed information on share structure, corporate governance, voting restrictions and the identity of multiple-vote holders at admission and periodically.
  9. Amendment 6 shortens the Commission's review of the directive from 5 to 3 years after transposition.
  10. Amendments 7 to 11 require a separate vote for adversely affected share classes, set a maximum weighted voting ratio of one-to-five and a cap on multiple-vote shares in outstanding capital, and ban using enhanced voting rights to block human rights, environmental and climate decisions.
  11. Amendments 12 to 15 extend safeguards to employees, allow a time-based sunset clause of up to ten years, delete the blocking ban from optional safeguards and add a requirement for enhanced corporate governance measures.
  12. Amendments 16 to 18 require a 'WVR' stock marker, shorten the Commission's report to 3 years and Member State information to 2 years, and set transposition at 1 year after entry into force.

Who is affected

  • Companies seeking admission to trading on SME growth markets, which could adopt multiple-vote share structures under the amended rules.
  • Minority shareholders, who would gain safeguards including separate votes and limits on voting weight.
  • Controlling shareholders, who could retain control but face limits on enhanced voting rights.
  • Member States, which must transpose the directive and may add further safeguards.
  • Employees, whose protection is added to the safeguards Member States may provide.

Figures and deadlines

  • Maximum weighted voting ratio of one-to-five for multiple-vote shares.
  • Time-based sunset clause of up to ten years for enhanced voting rights.
  • Commission review of the directive after 3 years following transposition.
  • Commission report to Parliament and Council 3 years after entry into force.
  • Member States provide information to the Commission 2 years after entry into force.
  • Transposition deadline of 1 year after entry into force.
  • Limiting global warming to 1.5°C in line with the Paris Agreement.
  • 2050 climate neutrality target and 2030 climate target under Regulation (EU) 2021/1119.

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