ESMA LIBRARY

The ESMA Library contains all ESMA documents. Please use the search and filter options to find specific documents.
17
DOCUMENTS

REFINE YOUR SEARCH

Sections

Type of document

Your filters
Vacancy X Annual Report X Final Report X Press Release X Corporate Governance X Procurement X Securitisation X
Reset all filters
Date Ref. Title Section Type Download Info Summary Related Documents Translated versions
12/11/2013 2013/1645 ESMA clarifies shareholder cooperation in takeover situations Corporate Disclosure, Corporate Governance, Press Releases Press Release PDF
86.55 KB		 ESMA clarifies shareholder cooperation in takeover situations The European Securities and Markets Authority (ESMA) has published a statement on practices governed by the Takeover Bid Directive (TBD), focused on shareholder cooperation issues relating to acting in concert and the appointment of board members. The statement contains a White List of activities that shareholders can cooperate on without the presumption of acting in concert. It also contains information on how shareholders may cooperate in order to secure board member appointments by setting out factors that national authorities may take into account when considering whether shareholders are acting in concert. The statement is in response to a request by the European Commission for clarity on these issues, following its 2012 report on the application of the TBD. It is based on information collected about the TBD’s application and common practices across the European Economic Area (EEA). The statement was prepared by the Takeover Bids Network, a permanent working group, under ESMA’s auspices, that promotes the exchange of information on practices and application of the TBD across EEA. Steven Maijoor, ESMA Chair, said: “Today’s statement means that shareholders can now be confident that they can expect authorities to take a consistent approach across the EEA to their cooperative activities. This consistency should in turn provide the reassurance needed by shareholders for the effective, sustainable engagement that is one of the cornerstones of listed companies’ corporate governance model allowing them to hold their boards to account. “ESMA believes that ensuring a consistent and convergent supervisory approach to this issue will be instrumental in affording equality of treatment to shareholders and investors across the EEA.” National competent authorities will have regard to the White List when determining whether shareholders are persons acting in concert under national takeover rules, but will also take into account all other relevant factors in making their decisions. Shareholder cooperation and acting in concert - The White List When shareholders cooperate to engage in any of the activities listed below, that cooperation will not, in and of itself, lead to a conclusion that the shareholders are acting in concert: 1. entering into discussions with each other about possible matters to be raised with the company’s board; 2. making representations to the company’s board about company policies, practices or particular actions that the company might consider taking; 3. other than in relation to the appointment of board members, exercising shareholders’ statutory rights; 4. other than in relation to a resolution for the appointment of board members and insofar as such a resolution is provided for under national company law, agreeing to vote the same way on a particular resolution put to a general meeting. If shareholders cooperate in an activity not included on the White List, this will also not result in an automatic assumption that they are acting in concert. Each case will be determined on its own particular facts. Cooperation in relation to the appointment of members of the board of a company The White List does not include any activity relating to cooperation on board appointments, due to differences in Member State approaches towards determining whether shareholders who cooperate in relation to board appointments are acting in concert. However, shareholders may wish to cooperate in order to secure board members’ appointment in a company in which they have invested. This cooperation might take the form of: 1. entering into an agreement or arrangement (informal or formal) to exercise their votes in the same way in order to support the appointment of one or more board members; 2. tabling a resolution to remove one or more board members and replace them with one or more new board members; or 3. tabling a resolution to appoint one or more additional board members. The statement therefore indicates which factors may be considered when assessing whether such cooperation is indeed an act of acting in concert. ESMA will keep the public statement under review in order to ensure that it continues to reflect accurately the practices and application of the TBD in the Member States. 2013/1642 Public Statement - Information on shareholder cooperation and acting in concert under the Takeover Bids Directive. 2013/1643 Cover Note to the Public Statement
19/12/2017 ESMA71-99-916 ESMA consults on securitisation requirements Press Releases, Securitisation Press Release PDF
150.34 KB
15/02/2019 ESMA71-99-1115 ESMA IOSCO Statement on EDPB Opinion Corporate Governance, International cooperation Press Release PDF
83.19 KB
03/02/2022 ESMA71-99-1819 ESMA launches its new STS register Securitisation Press Release PDF
82.51 KB
19/02/2013 2013/240 ESMA recommends EU Code of Conduct for proxy advisor industry Press Releases, Corporate Governance, Corporate Disclosure Press Release PDF
140.27 KB
27/03/2012 2012/224 ESMA seeks views on proxy advisors Press Releases, Corporate Governance, Corporate Disclosure Press Release PDF
170.89 KB		 ESMA published last Thursday a discussion paper (ESMA/2012/212) on proxy advisors active in the European Union, seeking views of stakeholders. The paper aims at giving an overview of the state and structure of the market, advisor’s methodologies, and on possible policy options. Generally, proxy advisors assist (institutional) investors and asset managers in their voting policy and strategy.  Currently, there are no rules in place on a pan-European basis regarding proxy advisors. ESMA will use the feedback received on this paper to publish a feedback statement in Q4 of 2012, which will also include ESMA’s view on whether there is a need for policy action in the area.
09/03/2020 ESMA71-99-1287 ESMA Supervision WP 2020 Benchmarks, Credit Rating Agencies, Press Releases, Securities Financing Transactions, Securitisation, Trade Repositories Press Release PDF
130.42 KB
09/03/2020 ESMA80-199-332 ESMA Supervision- Annual Report 2019 and Work Programme 2020 Benchmarks, Credit Rating Agencies, Securities Financing Transactions, Securitisation, Trade Repositories Annual Report PDF
825.72 KB
08/01/2019 ESMA33-128-557 Final report on draft technical standards on cooperation, exchange of information and notification between competent authorities and ESMA, the EBA and EIOPA under the Securitisation Regulation Securitisation Final Report PDF
609.03 KB
12/10/2021 ESMA82-402-683 Final Report on STS notification for synthetic securitisations Securitisation Final Report PDF
795.09 KB
22/08/2018 ESMA33-128-474 Final Report on Technical standards on disclosure requirements under the Securitisation Regulation Securitisation Final Report PDF
3.12 MB
13/11/2018 ESMA33-128-488 Final Report Repositories Technical Standards Securitisation Final Report PDF
1.55 MB
18/12/2015 2015/1887 Follow-up report on the development of the Best Practice Principles for Providers of Shareholder Voting Research and Analysis Corporate Finance, Corporate Governance Final Report PDF
645.64 KB
17/01/2020 ESMA71-99-1275 Press Release- ESMA Consultation on Securitisation Reporting Data Press Releases, Securitisation Press Release PDF
98.8 KB
17/05/2021 JC 2021 31 PR Press Release_ESAs’ report on the implementation and functioning of the securitisation regulation Joint Committee, Securitisation Press Release PDF
125.8 KB
25/06/2021 ESMA71-99-1701 Press_Release_Registration of SRs Press Releases, Securitisation Press Release PDF
80.69 KB
18/12/2015 2015/1871 Proxy advisors take steps towards increased transparency Corporate Finance, Corporate Governance, Press Releases Press Release PDF
157.9 KB