Month: April 2025

The Jean-Pierre Blumberg Chair (University of Antwerp), the Institute for Corporate Law, Governance, and Innovation Policies (ICGI) (Maastricht University) and journal European Company Law are pleased to announce the “Conference on Loyalty and Multiple Voting Rights in Europe”. The conference will take place on the afternoon of 15 May 2025 at the University of Antwerp (Antwerp). Further details and registration information are available on the conference website. 

The conference will discuss recent developments in loyalty and multiple voting rights in European corporate governance. In the last decade, several European jurisdictions have reconsidered their stance regarding deviations from the “one share, one vote” principle in listed corporations to boost the attractiveness of listing on the national stock exchange. More recently, the EU has also adopted the Multiple-Vote Share Structures Directive, as part of the broader EU Listing Act package, with the aim to facilitate access to capital markets for SME corporations, by partly harmonizing the rules of multiple voting rights on multilateral trading facilities.

From a policy perspective, legislators generally consider loyalty and multiple voting rights for two primary reasons. First, they could stimulate the number of listings on the national stock exchange by allowing founders or controlling shareholders to stay in control over the corporation, while taking their company public. Second, they empower the position of controlling shareholders, which could have a positive effect on the long-term performance of the company, as controlling shareholders may have better incentives to monitor management and engage in long-term value creation due to their relatively large participation. 

On the flipside, loyalty and multiple voting rights pose certain risks for minority shareholders. The entrenched position of controlling shareholders and the decoupling of cash flow and voting rights could incentivize controlling shareholders to take certain actions to extract private benefits, at the cost of the overall shareholder value. It is therefore important that minority shareholders are adequately protected, especially when loyalty and multiple voting rights are introduced while the corporation is already listed (so-called ‘midstream’ introduction). Possible safeguards could be a majority-of-the-minority vote with regards to the introduction of loyalty or multiple voting rights, a maximum voting ratio, sunset clauses or limitations to the use of loyalty and multiple voting rights in certain cases. 

Despite the attempt at harmonisation in the Multiple-Vote Share Structures Directive, significant differences in national approaches still exist. Some jurisdictions have long permitted loyalty and multiple voting rights, while others – traditionally more restrictive – have only recently considered or implemented more flexible regimes. In this context, the implementation of the Multiple-Vote Share Structures Directive will force certain European member states, including Belgium, to reconsider their ban on multiple voting rights for certain market segments, which in turn creates the opportunity for a broader policy debate. But the Multiple-Vote Share Structures Directive leaves significant discretion for member states to decide how to implement the possibility of multiple voting rights.

During the conference, we will discuss these recent legal developments in various European jurisdictions and reflect on the question how loyalty and multiple voting rights should be regulated. We have invited experts from several jurisdictions to share their insights and perspectives on this fascinating topic, with plenty of time for discussion following each presentation (see the programme below). 

If you would like to attend the conference, you can find more information and register (required) on the website of the conference. Registration is free for students and academics, while registration for practitioners costs 100 EUR and includes accreditation for the OVB, IBJ, and Compliance Officers of the FSMA. It is also possible to attend the conference online via a livestream. 

Programme

13h30 – 13h45 : Introduction – Tom Vos (University of Antwerp & Maastricht University) 

13h45 – 14h30 : Belgium: current legal landscape and proposed reform – Jeroen Delvoie (Vrije Universiteit Brussel) & Theo Monnens (University of Antwerp) 

14h30 – 15h00 : Germany – (To be announced)

15h00 – 15h30 : United Kingdom – Bobby Reddy (University of Cambridge) 

15h30 – 16h00 : France – Edmond Schlumberger (Université Paris 1 Pantéon-Sorbonne) 

16h00 – 16h30 : Coffee break

16h30 – 17h00 : Italy – Irene Pollastro (Università di Torino) 

17h00 – 17h30 : The Netherlands – Titiaan Keijzer (Erasmus University Rotterdam)

17h30 – 18h00 : Comparative conclusion – Bastiaan Kemp (Maastricht University) 

18h00 – 18h30 : Lessons for the future – Marieke Wyckaert (KU Leuven) 

18h30 – 19h30 : Reception

Tom Vos
Assistant professor, Maastricht University
Visiting professor, Jean-Pierre Blumberg Chair at the University of Antwerp
Attorney, Linklaters LLP

Theo Monnens
PhD Candidate, University of Antwerp