On 10 July 2019, the Luxembourg parliament adopted the final text of the bill of law (the “New Law”) implementing into Luxembourg domestic law the provisions of Directive (EU) 2017/828 amending Directive 2007/36/EC as regards the encouragement of long-term shareholder engagement (the “SRD II”) and amending the Luxembourg law of 24 May 2011 on the exercise of certain rights of shareholders in listed companies (the “Shareholders Rights Law”).
Whereas the Shareholders Rights Law originally provided for requirements for issuers relating to the exercise by shareholders of their rights in connection with general meetings, the New Law brings a major conceptual change by imposing obligations in particular on asset owners and asset managers with respect to their investments in listed Luxembourg companies. The purpose of these new measures aims at increasing the quality of shareholder engagement and transparency. As a result, the enhancement of shareholders rights goes hand in hand with major regulatory changes for asset owners and asset managers.
The New Law further affects intermediaries maintaining securities accounts on behalf of shareholders by involving the financial intermediaries in the transmission of information along the chain, including cross-border information, between the issuer and the shareholder to facilitate the exercise of shareholder rights.