Volume 22, Issue 1

5 Effective enforcement of EU capital markets law is crucial for ensuring financial stability, investor protection, and fair and competitive markets throughout the European Union. This document identifies key challenges in the current regulatory landscape, including legal complexity, diverse enforcement practices across member states, and a lack of harmonization in financial regulations. We propose a comprehensive approach to enhance enforcement effectiveness through: simplification of the legal framework, adoption of preventative regulatory measures, and improved coordination among national and EU-level supervisory authorities. These strategies aim to reduce the regulatory burden, facilitate compliance, and ensure more uniform enforcement across the EU.

25 This paper discusses the concept of piercing the corporate veil in public interest matters. The concept is explored in light of a shift from a business-centred view of company law to a society-centred view of company law. The article identifies a trend towards enterprise liability in public interest matters and that internationally there is a trend in case law in which the norm adressee of enterprise liability is increasingly strechted. The article will set out different enterprise concepts defined as norm adressees in different legislative contexts and explains why these cannot be simply transferred from one to the other.

42 In this article, we will answer the questions (i) what is the role and what are the rights of activist shareholders under Dutch law, (ii) how these rights relate to ESG developments, and (iii) whether the associated changes in shareholder activism will affect the existing negative image of activist shareholders and their limited rights. We will examine all of this against the backdrop of recent developments – both legislative and practical – around ESG and the broad public support for it. In other words: will the pendulum, that in recent years has placed the power in the company in the hands of the management board and the supervisory board, swing back a bit toward the shareholders? We will discuss these matters from the Dutch perspective and will focus on the rights of shareholders according to Dutch law. The structure is as follows. In Section 2, we first outline the current playing field. What and who are activist shareholders, what do they want, what strategies do they employ and what trends can be discerned in practice? In Section 3, we provide a brief overview of the legal and non-legal “tools” that activist shareholders use. In Section 4, we discuss some recent developments in the field of ESG legislation and examine whether those developments affect or should affect existing shareholder rights. In Section 5, we discuss some additional “routes of attack” that the ESG-oriented activist shareholder can take. In Section 6, we wrap up with a brief conclusion.

70 The topic of related party transactions (RPTs) regained its relevance with the adoption of the Directive 2017/828 (SRD II). This Directive provides for both approval and announcement safeguards against value decreasing RPTs. For Ukraine as an EU candidate state, it is even more relevant, especially in the context of the new 2022 Law on public companies. This article analyses the extent Ukrainian law complies with the SRD II in a comparative context by studying the implementation of the SRD II in three EU Member States: Germany, Poland, and the Netherlands. The paper provides recommendations to Ukrainian law on how to align it with the SRD II as well as recommendations to the laws of the selected EU Member States based on the insights from the Ukrainian company statute. The article underscores that it is not only Ukraine that can benefit from borrowing provisions from other laws, but also the EU Member States that might use insights from Ukrainian experience to fill regulatory gaps and make their company laws more detailed.

108 This paper is about the types of undertakings that will be subject to CSDDD obligations, the substantive and procedural due diligence requirements applicable to these undertakings, and the consequences thereof for the internal governance of groups of companies. The theoretical framework will be tested against the Rio Tinto project to open a lithium mine in the Serbian Jadar valley, which entails substantial risks for people and the environment. CSDDD obligations relating to this project will, inter alia, apply to the top holdings of Rio Tinto and indirect lithium buyers such as Mercedes-Benz and Stellantis, as well as certain operational subsidiaries thereof. It will be laid bare that, in terms of substantive due diligence requirements, the CSDDD and the international treaties it refers to include many open norms. This leaves CSDDD undertakings with some room for judgement and balancing interests. Much of the legal focus will be on the procedural due diligence mandated by the CSDDD. This provides a corporate governance character to the CSDDD. The required ‘meaningful engagement’ with stakeholders will be important. Also, CSDDD undertakings will be held accountable for both their own activities and the activities of their subsidiaries. They control their subsidiaries and will be expected to impose proper CSDDD policies on them. Thus, the CSDDD will contribute to further developing the doctrine of intragroup governance. Technically, the CSDDD is a fine piece of work. Whether it will actually move the needle for people, the environment and climate will remain to be seen. The Omnibus-proposal presented by the European Commission on 26 February 2025, including some proposed changes to the CSDDD, is not discussed and has no material impact on the findings in this paper.