Harmonising Shareholder Protection Laws for Related Party Transactions: – Art. 9 c of the Shareholder Rights Directive as the Nucleus of European Group Law –

Florstedt Tim
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Florstedt Tim: The author holds the Chair of Civil Law, Commercial and Business Law and Banking Law at the EBS University of Economics and Law in Wiesbaden, Germany. He was a member of the expert committee of the German Federal Ministry of Justice and Consumer Protection to prepare the German draft bill for the implementation of the amended Shareholder Rights Directive. The views expressed in this paper are solely those of the author. This article is a translation of an article published by the author, Tim Florstedt, Der harmonisierte Aktionärsschutz bei Geschäften mit nahestehenden Personen und Unternehmen, ZGR 2022, 1–48. All literature published up to the date of this publication was evaluated. Literature published after that date could only be taken into account selectively.

European Company and Financial Law Review, 2022, vol. 19, issue 5, 701-748

Abstract: 701 Related party transactions have gained significant importance in Europe as a result of the reformed Shareholders’ Rights Directive (SRD). Previously, only a few Member States had created regulatory regimes governing such transactions, yet as of the reform of 2019, detailed procedural and disclosure requirements are compulsory in the European Union today. The Directive’s specifications in Article 9 c grant national legislators substantial discretion to implement new safeguards into national law. This article compares the implementations chosen by Member States and assesses the degree of harmonisation that countries have achieved. It advocates for a more balanced approach and increased coordination with accounting laws. Furthermore, it argues that the new legal regime should be regarded as a significant part of European Corporate Group Law. 702

Date: 2022
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DOI: 10.1515/ecfr-2022-0034

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