José Carlos González Vázquez (Professor in Commercial Law (UCM). Partner at MA Law Firm) | On September 7, the Official Gazette of the Spanish Parliament published the bill which will modify the consolidated text of the Capital Companies Act. This bill is basically a transposition of Directive (EU) 2017/828 of the European Parliament and of the Council of 17 May 2017 amending Directive 2007/36/EC as regards the encouragement of long-term shareholder engagement. However, some other proposals, not present in the European Directive, have been introduced. Among the most controversial ones is this dealing with the so-called loyalty shares: shareholders of listed companies are given double voting rights if they hold on to their shares for an uninterrupted period of two consecutive years. This means breaking away from the sacrosanct principle enshrined in our Company Law of “one share, one vote” .
Mari Pinardo | “Loyalty shares, which confer additional voting rights to investors who have held shares for two years, strengthen the position of majority shareholders and produce a gap between their economic commitment and their voting power. They can make a takeover bid more difficult, reduce liquidity and the value of a company less attractive,” says Maria Rotondo, co-director of the IE executive sustainability program.