On October 11, 2018, the Federal Ministry of Justice and
Consumer Protection published the draft bill of a law transposing
the second Shareholder Rights Directive. This relates to the
transposition of Directive (EU) 2017/828 amending Directive
2007/36/EC as regards the encouragement of long-term shareholder
engagement, which needs to be transposed into German law by June
10, 2019.
The four new subject areas of the Shareholder Rights Directive
are:
- identification of shareholders
- transparency as regards institutional investors, asset
managers, and proxy advisors
- votes on remuneration policy and remuneration report
- related party transactions
The Directive aims at (further) improving shareholder
participation in listed companies and at facilitating cross-border
information and the exercising of shareholder rights. To this end,
it contains a number of provisions on shareholders' say-on-pay
rights with respect to the remuneration of supervisory
