UK: the Companies (Shareholders’ Rights) Regulations 2009

The Companies (Shareholders’ Rights) Regulations 2009 were made on 2 July and laid before Parliament a day later: see here (html) and here (pdf). The Regulations, which amend the Companies Act (2006), come into force on 3 August and apply in relation to meetings of which notice is given, or first given, on or after this date. Some of the provisions in the Regulations apply to all companies; others apply to traded companies (defined here). In the accompanying explanatory memorandum the purpose of the Regulations is explained and the policy background provided:

This instrument implements Directive 2007/36/EC on the exercise of certain rights of shareholders in listed companies (the “Directive”) by amending Part 13 of the Companies Act 2006. The Directive is intended to help facilitate the exercise of basic shareholders' rights and solve problems in the cross-border exercise of such rights, particularly voting rights, in respect of companies traded on regulated markets.

The UK has a large and prestigious equity market with a dispersed shareholder structure. Consequently the regime of shareholder rights is well-developed. Shareholder participation in company meetings and the conduct of those meetings in listed companies is governed by a mixture of statutory provision – chiefly the Companies Act 2006 Parts 9 and 13, companies’ articles of association, the Financial Reporting Council’s “Combined Code on Corporate Governance” – and case law. As a result the UK framework for shareholder rights already meets the majority of the requirements in the Directive. Our approach to implementation is to build on that existing framework by amending the Companies Act 2006 in a way which will minimise any new burdens on business".

Note: the Department for Business, Innovation and Skills has updated its Shareholder Rights FAQs and has also published the Government's response to the consultation concerning implementation of the Directive. The explanatory memorandum also states:

Guidance will be issued subject to further consultation with stakeholders.  The key changes to Part 13 will be highlighted on the Department for Business, Innovation and Skills website".