Shareholder Voting Rights*

Article excerpt

Shareholder Voting Rights* Shareholder Voting Rights and Practices in Europe and the United States, The Hague; Boston: Kluwer Law International (Thomas Baums & Eddy Wymeersch eds., 1999), price: US$165.00.

I. INTRODUCTION

Shareholder Voting Rights and Practices in Europe and the United States1 is essential reading for the practitioner, scholar, and interested reader. The completed work is the result of a conference organized by the editors, Professors Theodor Baums of the University of Osnabruck and Eddy Wymeersch of the University of Ghent. The aim of the conference was to compare the rights and privileges of shareholders among different European legal regimes with the rights and privileges of shareholders in the United States. The work is divided into two parts: (1) a series of individual country studies and (2) a general report that summarizes the findings.

The book labors to identify areas of European law that govern shareholders' rights and obligations where existing legislation diverges. At the same time, the book provides detailed analysis of the various regimes. The multitude of authors contributing to the work conclude that overall, European laws provide for some form of shareholder voting rights and participation. Their differences, however, lie in the details of the individual state regulations. These differences in the regulatory regimes result in barriers to effective participation by shareholders, particularly by institutional investors. The authors also consider translation and language barriers an impediment to effective participation. Namely, investors must quickly and accurately process information and notices that are presented to them, often on short notice, in a foreign language.

The book is intended to be both informational concerning the individual legal regimes of the countries that make up the European Union (EU) and polemic in its advocacy of more uniform laws for shareholders' voting rights and participation. The subject itself has been more than a passing interest to the EU. In 1995, the EU commissioned a study of shareholders' rights and representation at general meetings of companies of member states.2 Model uniform legislation has been proposed. However, at the present time, neither prong of the Fifth Directive of the EU-the limited company and the draft of the societas europaea statute-has been promulgated, nor is much expected to come from them.

Shareholder Voting Rights and Practices in Europe and the United States responds to the increasing frequency with which institutional investors are investing in European companies and to these investors' increased presence at general meetings. The countries whose legal regimes are reviewed in the book are Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal, Spain, Sweden, Switzerland, the United Kingdom, and the United States. An understanding of the legal status and rights of the shareholder in each system is essential to provide for the fullest amount of participation by the investor in the company's decision-making process. The practitioner will find this book useful for its detailed descriptions of local laws and practices. The individual reader, especially the scholar, will find the book's advocacy for legal uniformity to be insightful.

II. THE GENERAL REPORT

The book identifies a variety of concerns about shareholder voting rights and effective participation in the different European legal regimes. It specifically addresses the preparation for the general meeting, information provided to shareholders, and the overall conduct of the general meeting. In most European states, the authority to convene a general meeting of the company lies with the board of directors. Some countries with statesponsored supervisory bodies or the firm's highest corporate body, not the board, will possess this authority. An example of such an institution is the Vorstand in Germany. …