Loyalty Shares: an International Perspective. A Suitable Instrument to Fight Short-Termism?

IF 1.3 Q1 LAW

European Company and Financial Law Review Pub Date : 2022-08-01 DOI:10.1515/ecfr-2022-0018

I. Torres

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引用次数: 0

Abstract

Abstract 556 The Act 5/2021, April the 12th, that modifies the Spanish Companies Act, approved by Royal Legislative Decree 1/2010 of 2nd July (“LSC”) goes beyond the Transposition of Directive 2017/828 and introduces ex novo “loyalty shares” within the Spanish Companies Act (Official Journal, April 13th). This novelty is an evolution in the corporate legislation, the purposes of which is to encourage long-term ownership. Under the self-explanatory heading “Additional loyalty votes”, the law implementing Directive 2017/828/EC introduces a set of rules (Arts. 527 ter to 527 undecies) fundamentally equipollent to the ones already in place in both France and Italy and, more recently, in Belgium. According to the preamble to the Bill, long-term ownership is a new concept promoted by policy makers (including the European Commission), some institutional investors, stakeholders and even issuers who have been facing for a while an increasing pressure to maximize short term results. Against this background, the question that immediately arises (duly discussed in this paper) is whether loyalty shares really promote long-term ownership. More intriguingly, the question is whether short termism is really a problem for listed corporations. The short term vs. long term dichotomy has led us to analyse the rise of the prominent role played by “activist” investors. If short termism exists, are loyalty shares the proper mechanism whereby a real change can really materialise? Moreover, are these new instruments the right solution to overcome the entrenched shareholder apathy and, therefore, the key to achieve their engagement?557

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忠诚度股票：国际视角。对抗短期主义的合适工具？

摘要:由7月2日第1/2010号皇家法令(“LSC”)批准的4月12日第5/2021号法案修改了西班牙公司法，超越了2017/828号指令的换位，并在西班牙公司法中引入了全新的“忠诚股份”(官方杂志，4月13日)。这种新颖性是公司立法的演变，其目的是鼓励长期所有权。在不言自明的“额外忠诚投票”标题下，实施第2017/828/EC号指令的法律引入了一套规则(第527条之三至527条之二)，与法国和意大利以及最近在比利时实施的规则基本相同。根据该法案的序言，长期所有权是政策制定者(包括欧盟委员会)，一些机构投资者，利益相关者甚至发行人在一段时间内面临着越来越大的压力，以最大化短期结果所推动的新概念。在这种背景下，立即出现的问题(在本文中适当讨论)是忠诚股是否真的促进长期所有权。更有趣的是，问题是短期主义是否真的是上市公司的问题。短期与长期的二分法让我们分析了“激进”投资者所扮演的突出角色的崛起。如果存在短期主义，那么忠诚股是真正实现变革的适当机制吗?此外，这些新工具是克服根深蒂固的股东冷漠的正确解决方案，从而是实现股东参与的关键吗?557

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来源期刊

European Company and Financial Law Review LAW-

CiteScore

1.00

自引率

16.70%

发文量

期刊介绍： In legislation and in case law, European law has become a steadily more dominant factor in determining national European company laws. The “European Company”, the forthcoming “European Private Company” as well as the Regulation on the Application of International Financial Reporting Standards (“IFRS Regulation”) have accelerated this development even more. The discussion, however, is still mired in individual nations. This is true for the academic field and – even still – for many practitioners. The journal intends to overcome this handicap by sparking a debate across Europe on drafting and application of European company law. It integrates the European company law component previously published as part of the Zeitschrift für Unternehmens- und Gesellschaftsrecht (ZGR), on of the leading German law reviews specialized in the field of company and capital market law. It aims at universities, law makers on both the European and national levels, courts, lawyers, banks and other financial service institutions, in house counsels, accountants and notaries who draft or work with European company law. The journal focuses on all areas of European company law and the financing of companies and business entities. This includes the law of capital markets as well as the law of accounting and auditing and company law related issues of insolvency law. Finally it serves as a platform for the discussion of theoretical questions such as the economic analysis of company law. It consists of articles and case notes on both decisions of the European courts as well as of national courts insofar as they have implications on European company law.