New Law on the exercise of shareholders' rights in listed companies

On 25 November 2010, a law on the exercise of certain rights of shareholders in listed companies was approved by Parliament. Although the law has not yet been published in the Belgian State Gazette, its impact on the preparation and organisation of shareholders' meetings of listed companies warrants an immediate analysis.

Among other measures, this law introduces a mandatory record date and extends the convening notice period and the deadline for making documents available in advance of the shareholders' meeting to 30 days. It also enables shareholders to add items to the agenda, to file resolution proposals and to ask questions in writing. The law further regulates proxy voting and allows companies to offer shareholders the possibility of remote participation in, as well as of voting by electronic means before, the shareholders' meeting.

As a result of this law, listed companies will have to amend their articles of association before 1 January 2012 (and, where relevant, their corporate governance charter).

The law is currently scheduled to enter into force ten days after its publication in the Belgian State Gazette, but also contains transitional provisions that raise several issues.

The key provisions of the new law are examined in this document (please follow this link to access the document). The document also analyses the impact of the transitional provisions as well as the merit of a modification of such transitional provisions.

If you have any questions or wish to discuss this further, please contact any of us or your usual contact at Linklaters.

François De Bauw, +32 (0)2 501 94 10
Eric Pottier, +32 (0)2 501 94 48
Nico Goossens, +32 (0)3 203 63 05
Thierry L'Homme, +32 (0)2 501 91 86
Pia Lavrysen, +32 (0)2 501 90 16
Alexia Bertrand, +32 (0)2 501 95 60

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