Outlining the minimum level of minority protection in Europe Mads Andenæs, University of Oslo.

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Presentation transcript:

Outlining the minimum level of minority protection in Europe Mads Andenæs, University of Oslo

Outline 1.The EU framework in fundamental freedoms and EU Company law and various EU initiatives 2.National models 3.Their interaction and the minimum level of minority protection in Europe

The level of protection of minority shareholders Background: Is the level of protection of minority shareholders in Estonian Commercial Code at the same level as in the Scandinavian and European countries in general. My task: Outlining the minimum level of minority protection in Europe.

Minority protection in the Internal Market Minority protection and the fundamental freedoms: establishment, services and capital. Two faces of company law: promoting and restricting free movement. Minority protection and investor protection. The market for corporate control in the EU. The institutional investor and others.

The European Company, Societas Europaea or SE Minority protection in the SE

Directive on takeover bids The basic trade off: lowering of barriers and raising the protection for minority shareholders. The Commission’s 2007 Report on the implementation and its 2012 Report on the application of the Directive on takeover bids.

Cross-border mergers and divisions 2014 consultation and 2013 report.

Transfer of the registered office of limited companies 2013 consultation.

Improving the corporate governance framework 2011 Green Paper on improving the corporate governance framework in Europe

Commission Action Plan on modernising company law and corporate governance Shareholder Rights Directive (2007): shareholders’ access to the information on general meetings and voting rights by proxy. Share blocking and related practices under record date system. Revision of the Shareholder Rights Directive (proposal, 2014): corporate governance shortcomings relating to listed companies and their boards, shareholders (institutional investors and asset managers), intermediaries and proxy advisors.

National models Germany: minority protection and Konzernrecht The UK: minority protection and take-over regulation with mandatory bid Some other national models.

National models, their interaction and the minimum level of minority protection in Europe What remains of the national models?

National models Their interaction and the minimum level of minority protection in Europe