Preliminary communication
https://doi.org/10.30925/zpfsr.46.1.4
A New Approach to the Regulation of Multiple Voting Shares
Antonija Zubović
orcid.org/0000-0001-8238-3495
; University of Rijeka, Faculty of Law
*
* Corresponding author.
Abstract
The paper analyses the provisions of the Directive on Multiple-Vote Share Structures, which must be transposed into national law by the Member States by 5 December, 2026. The author provides an overview of the solutions adopted in German, French and Italian law that allow the issuance of multiple voting shares. Germany’s departure from the long-standing principle of proportionality by authorising the issuance of multiple voting shares in 2023 came as a surprise to other EU member states, as it was seen as an example of an uncompromising ban on multiple-vote share structures. The Italian legislator authorised the issuance of multiple voting shares in 2014 and the French legislator in 2019. Due to developments in the capital market, both the Italian and French legislators amended the legal framework in 2024 to allow the use of multiple voting shares to a greater extent. Croatian legislation prohibits the issuance of multiple voting shares. This position will change with the transposition of the Directive on Multiple-Vote Share Structures into national law, representing a significant change in Croatian company law.
Keywords
Directive on Multiple-Vote Share Structures; multiple voting shares; multiple-vote share structures; Multilateral Trading Facility; small and medium-sized enterprises (SMEs)
Hrčak ID:
330026
URI
Publication date:
15.4.2025.
Visits: 920 *