13. Stresses that the mandatory bid rule is the core provision for the protection of minority shareholders, and takes note of the results of the External Study that all Member States allow for exemptions from this rule; understands that these derogations are often used to protect the interests of controlling shareholders (e.g. no real change in control), creditors (e.g. when creditors have granted loans) and other stakeholders (e.g. to balance shareholders’ and other stakeholders’ rights); supports the Commission’s intention to gather additional information with a view to determine whether the widely used derogations are contrary to th ...[+++]e protection of minority shareholders;

Do you see a big difference between controlling shares versus non-controlling shares?

We have to carefully distinguish between, and balance against each other, the desire to make the shareholder’s control proportionate to the shares he owns and the company’s desire for contractual freedom, between stable shareholding structures on the one hand and sufficient discretion on the other, with it being guaranteed in each instance that any deviation from the ‘one share – one vote’ standard will be transparent, and that the shareholders are entitled to know whether or not the shares they own or acquire limit their ability to play a part in determining the business’s direction and their control over the way it is managed.

(i) is a controlling shareholder of the company, or is another entity controlled by such shareholder;

is a controlling shareholder of the company, or is another entity controlled by such shareholder,

3. Disputes the position taken by the Commission that ‘shareholders own companies’ and thus should have absolute veto rights on major decisions. Tends to prefer the continental European view that shareholders own shares, notes that they often have a restricted focus on their own financial interests at the stock market, whereas the one-tier or two-tier managements of companies have a broader mission than only making profits for their shareholders; and urges a more fundamental debate about the ownership-control relationship and the European traditions of company law, and a more in-depth analysis of the impact of the major differences in c ...[+++]ompany financing in Europe, particularly between the Anglo-Saxon tradition, where a dispersed share ownership via the financial markets is dominant, and the continental tradition characterised by a major role for banks and majority shareholders.