Self-Dealing by Controlling Shareholders: Improving Minority Protection in Light of Article 9 c SRD
Controlling shareholders may cause a company to enter into transactions with themselves or one of their subsidiaries, thereby expropriating minority shareholders. General principles of company law, such as board autonomy, often do not adequately constrain controlling shareholders. Moreover, Belgian, French and Dutch courts apply deferential standards of review to related party transactions, while approval procedures in these jurisdictions are also flawed. A recent amendment to the Shareholder Rights Directive requires adequate protection of minority shareholders against self-dealing. Member States may subject related party transactions to a majority-of-minority vote, the approval of independent directors or judicial review. This paper discusses the efficiency of each of these mechanisms.
© 2018 Walter de Gruyter GmbH, Berlin/Boston
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Artikel in diesem Heft
- Self-Dealing by Controlling Shareholders: Improving Minority Protection in Light of Article 9 c SRD
- The Norwegian Model for Access to the European Financial Markets: The Principles and Practicalities of the EEA States’ Solution to the Passporting Issue in Light of Brexit
- Redefining the Freedom of Establishment under EU Law as the Freedom to Choose the Applicable Company Law: A Discussion after the Judgment of the Court of Justice (Grand Chamber) of 25 October 2017 in Case C-106/16, Polbud
- Protectionism and the EU Market for Corporate Control: Is It Possible to Get the Best of Both Worlds?
- The Evolution of the Liability of Credit Rating Agencies in the United States and in the European Union: Regulation after the Crisis
- Harmonization of European Insolvency Law: Preventing Insolvency Law from Turning against Creditors by Upholding the Debt–Equity Divide
