Abstract

This article examines how shareholder voting rights can be transplanted from one jurisdiction to another within the European Union. In particular, it traces the spread of the right to vote on defence measures during takeovers, on directors’ remuneration, and on related party transactions, to assess whether the transplantation succeeded or failed. In doing so, this analysis highlights a dichotomy between a process of autonomous convergence undertaken by continental Member States, carried out through adaptive and circumscribed transplants, and a process of harmonisation promoted by the European Commission, that transplanted the rights in its proposals attempting to mandate them at the supra-national level. Eventually, this article sheds light on how corporate law-making can take place in the EU: in a multi-polar context where distinct corporate law systems coexist ‘horizontally’, Member States can borrow legal provisions spontaneously, while the European Commission can endorse country-specific provisions that considers to be the best corporate governance arrangements, disruptively seeking to extend them to all jurisdictions. As a consequence, the imitated Member State carries virtually no interest in exporting its rules, but is in turn interested in resisting any deviation from the Commission’s proposal to limit the changes that it will undergo in the implementation of the instrument. The other Member States, on the other hand, may actively engage within the Council of the EU to resist and water down the proposal, to avoid reforming their corporate law system and tilt their domestic allocation of corporate power towards a particular constituency.