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ARTICLE · 20 FEBRUARY 2020

Transposition Of The Second Shareholder Rights Directive Into German Law

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The European Union (EU) has long sought to harmonize shareholders' rights and long-term shareholder engagement as part of completing its Single Market for financial services and thus capital.

GermanyCorporate/Commercial Law

The European Union (EU) has long sought to harmonize shareholders' rights and long-term shareholder engagement as part of completing its Single Market for financial services and thus capital. As part of the EU's Capital Markets Union (CMU), Directive (EU) 2017/828 (SRD II) amending Directive 2007/36/EC was published on May 20, 2017. EU Member States were required to transpose SRD II into their respective national laws and Germany implemented the relevant SRD II changes into German law through an implementation act (ARUG II), which took effect on January 1, 2020. 

This Client Alert highlights some of the changes introduced by ARUG II and some of the issues that affected companies and shareholders, including institutional investors, may want to consider as this new law takes effect in Germany and as SRD II is implemented in other EU jurisdictions. While the SRD II's impact is limited to EU companies and thus ARUG II's provisions are limited to German companies listed

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