SOCIETÀ ITALIANA DI DIRITTO ED ECONOMIA
Maria Grigoropoulou (Tilburg University)
Abstract
In this paper, we aim to map the rights and duties of institutional investors as shareholders of German companies based on SRD II and the applicable German law. More specifically, article 3g of SRD II establishes disclosure requirements regarding the engagement and the voting policy of institutional investors under the assumption that ‘greater involvement of shareholders in corporate governance can help improve the financial and non-financial performance of companies’. Similar requirements are provided in soft-law regulatory instruments such as the Stewardship Codes. Even though no Stewardship Code has been adopted in Germany, stewardship code initiatives have influenced the rules adopted by SRD II and they might be applicable to institutional investors with their seat outside Germany. Therefore, we will refer to stewardship obligations provided in codes of jurisdictions other than Germany that bind institutional investors who hold shares in German companies. Besides analyzing the duties of institutional investors as shareholders, we will also analyze their rights as provided by German corporate law. We will do so aiming to evaluate the means that institutional investors have at their disposal to comply with their duties as shareholders of German public companies. We will focus on the rights whose exercise is perceived as active engagement with the investee companies, such as the right of shareholders to submit proposals or add items to the agenda of the general meeting. The analysis of the regulatory framework will help us answer the following question: are disclosure requirements as provided in SRD II and Stewardship Codes an effective tool to influence institutional investors’ engagement with investee companies?