Shareholders' Draft Resolutions in Estonian Company Law: An Example of Unreasonable Transposition of the Shareholder Rights Directive

Author:Andres Vutt - Margit Vutt
Andres Vutt Margit Vutt
Associate Professor of Commercial Law PhD, Lecturer of Civil Law
University of Tartu University of Tartu
Adviser to the Civil Chamber
Supreme Court of Estonia
Draft Resolutions in Estonian
Company Law:
An Example of Unreasonable Transposition
of the Shareholder Rights Directive
1. Introduction
For decades, the European Union has been focusing on the question of how to involve shareholders of pub-
lic limited companies in corporate governance. Shareholders’ right to participate in corporate governance
has always been one of the most general conceptual issues in the development of company law provisions.*1
Already in 2002, the High Level Group of Company Law Experts emphasised that, among other issues, the
processes related to shareholders’ information, communication, and decision-taking should be modernised.*2
The action plan for modernising company law and enhancing corporate governance in the European
Union*3 also pointed out that one of the most important areas for attention in the Member States is to
ensure the rights of shareholders of public limited-liability companies. Subsection 3.1.2 of the action plan
pointed out that it is necessary to enhance the exercise of a series of shareholders’ rights in listed companies
(the right to ask questions, table resolutions, vote in absentia, participate in general meetings via electronic
means, etc.). There has been a need to o er all those facilities to shareholders across the EU.
For ful lment of the above-mentioned intentions, the Shareholder Rights Directive*4 was adopted in
2007, and the date for complying with the requirements of the directive set out for Member States was 3
August 2009. It has been pointed out in legal literature that the directive was intended to facilitate the exer-
cise of voting rights across borders and that it includes a number of other provisions intended to facilitate
See also: M. Vutt. Shareholder’s Derivative Claim - Does Estonian Company Law Require Modernisation? – Juridica Inter-
national  II, p .
Report of the High Level Group of Company Law Experts on a Modern Framework for Company Law in Europe. Brussels,
November . Available at See, for example, p. .
Commission of the European Communities. Communication from the Commission to the Council and the European Parlia-
ment: Modernising Company Law and Enhancing Corporate Governance in the European Union – a Plan to Move Forward.
Brussels,  May . COM ()  nal. Available at
Directive //EC of the European Parliament and of the Council of  July  on the exercise of certain rights of
shareholders in listed companies. – OJ L , .., pp. .

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