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The importance of protecting shareholders’ interests and the link to investor confidence. . Prof. Eddy Wymeersch Former Chairman of the Committee of European Securities Regulators. Shareholders have to be protected. Which shareholders ?

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the importance of protecting shareholders interests and the link to investor confidence

The importance of protecting shareholders’ interests and the link to investor confidence.

Prof. Eddy Wymeersch

FormerChairman of the Committee of EuropeanSecurities Regulators

shareholders have to be protected
Shareholders have to be protected
  • Which shareholders ?
    • minority, public investors, foreign investors and institutionals
    • Applies in all companies
  • Why protect?
    • Respect for property right
    • Safeguarding confidence and insure financing
  • How insure this protection
  • Disclosures
      • about the company, its financial statement, recent events
      • about the ownership structure
      • about decisions to be made, e.g. nomination to board
specific protection mechanisms
Specific protection mechanisms
  • Abuse of majority rights – oppression in case law
    • very general – difficult to apply
  • Statutory Right to leave the company in case of abuse
    • Take over the shares of the other party, or be bought over
    • Mandatory bid in case of acquisition of control(at 1/3rd level- at which price)
  • Conflicts of interest with shareholders, corporate opportunities
  • Related party transactions in accounting treatment
    • prevention, indemnity, liability, annulation
specific protection mechanisms1
Specific protection mechanisms
  • Major transactions to be approved by agm

In fact change of corporate identity

  • Parent subsidiary relations
    • What are the limits of instruction powers by parents
    • Can or must subsidiaries refuse?
    • What about personal liability of subsidiary directors
    • Which rules for group support
    • What in the pre-bankruptcy phase
  • Solutions is some jurisdictions
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