The Shareholder Rights Directive II

A Commentary

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Edited by Hanne S. Birkmose, Professor, Department of Law, Aarhus University, Denmark and Konstantinos Sergakis, Professor, School of Law, University of Glasgow, UK

This Commentary is the first comprehensive work to analyse the revised EU Shareholder Rights Directive (SRD II). SRD II sets a new agenda for engaged shareholders and sustainable companies in the EU, sparking a wider debate on the adoption of duties in company and capital markets law. By providing a systematic and thorough framework for analysis, this Commentary evaluates the purpose and aims of SRD II and further enriches the debate on the usefulness of the EU’s drive to encourage long-term shareholder engagement.

‘The Shareholder Rights Directive II has Europeanised important aspects of corporate governance, including reporting requirements of institutional investors, executive compensation, and related-party transactions. This book provides the most comprehensive and detailed analysis of the Directive to date. It will serve well anyone interested in the policies underlying the Directive, its interpretation, and its historical genesis.’
-马丁Gelter, Fordham University, US

‘Shareholders are vital to European corporate governance, but they can only deliver with an appropriate legal framework. This Commentary is a must-read for anyone interested in corporate governance and the role of shareholders in ensuring sustainable corporate growth. It provides the first in-depth authoritative analysis of the new provisions of the SRD II and on their impact on different European legal traditions. An invaluable guidance based on a comprehensive and systematic reading of the revised regulatory framework.’
– Carmine Di Noia, CONSOB, Italy

‘A valuable and insightful book on the interpretation of shareholder engagement and accountability roles in the Shareholder Rights Directive 2017. The expert authors provide detailed and critical analyses which raise important questions about the clarity and effectiveness of the provisions.’
– Iris H-Y Chiu, University College London, UK