Activities of Eva-Maria Alexandrova POPTCHEVA related to 2022/0406(COD)
Shadow reports (1)
REPORT 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
Amendments (25)
Amendment 37 #
Proposal for a directive
Recital 1
Recital 1
(1) To reinforce the attractiveness of SME growththe 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, whileregulated 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 45 #
Proposal for a directive
Recital 2
Recital 2
(2) Fear of losing control over a company constitutes one of the main deterrents for controlling shareholders to access SME growthpublic 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 48 #
Proposal for a directive
Recital 3
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 valunumber of votes attached per share than another class (or classes) of shares with voting rights. The share carrying the superior amount of votes is a multiple-vote share.
Amendment 53 #
Proposal for a directive
Recital 7
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 56 #
Proposal for a directive
Recital 8
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 marketregulated 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 59 #
Proposal for a directive
Recital 9
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 67 #
Proposal for a directive
Recital 11
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 77 #
Proposal for a directive
Article 1 – paragraph 1
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 an 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 82 #
Proposal for a directive
Article 2 – paragraph 1 – point b
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 rightsnumber 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)
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 90 #
Proposal for a directive
Article 4 – paragraph 1
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 93 #
Proposal for a directive
Article 4 – paragraph 2
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 96 #
Proposal for a directive
Article 4 – paragraph 3
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 105 #
Proposal for a directive
Article 5 – paragraph 1 – point a – subparagraph 2
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 forwithin each class of shareholders whose rightss the rights of which are affected;
Amendment 110 #
Proposal for a directive
Article 5 – paragraph 1 – point b – introductory part
Article 5 – paragraph 1 – point b – introductory part
(b) limit the voting weight ofimpact of the multiple- vote shares on the exercise of other shareholders’ rights, in particular duringdecision-making process at general meetings, by introducing eitherat least one of the following:
Amendment 114 #
Proposal for a directive
Article 5 – paragraph 1 – point b – point i
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 represents defined in Article 2 point (f);
Amendment 127 #
Proposal for a directive
Article 5 – paragraph 1 – point b – point ii
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 139 #
Proposal for a directive
Article 5 – paragraph 2 – introductory part
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 145 #
Proposal for a directive
Article 5 – paragraph 2 – point a
Article 5 – paragraph 2 – point a
Amendment 153 #
Proposal for a directive
Article 5 – paragraph 2 – point b
Article 5 – paragraph 2 – point b
Amendment 155 #
Proposal for a directive
Article 5 – paragraph 2 – point c
Article 5 – paragraph 2 – point c
Amendment 165 #
Proposal for a directive
Article 5 – paragraph 2 – point d
Article 5 – paragraph 2 – point d
Amendment 169 #
Proposal for a directive
Article 6 – paragraph 1 – introductory part
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 documentprospectus 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 171 #
Proposal for a directive
Article 6 – paragraph 1 – point a
Article 6 – paragraph 1 – point a
(a) the structure of their capital, including securities which are not admitted to trading on an SME growththe 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 175 #
Proposal for a directive
Article 6 – paragraph 1 – point e
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.