Einde inhoudsopgave
The Decoupling of Voting and Economic Ownership (IVOR nr. 88) 2012/2.4.1
2.4.1 Relation to Other Measures of Shareholder Protection
mr. M.C. Schouten, datum 01-06-2012
- Datum
01-06-2012
- Auteur
mr. M.C. Schouten
- JCDI
JCDI:ADS600563:1
- Vakgebied(en)
Ondernemingsrecht / Rechtspersonenrecht
Voetnoten
Voetnoten
This is true not only for the initial disclosure obligation but also for subsequent disclosure obligations. If, for example, the trigger for the mandatory bid is set at 30% of the voting rights, it makes sense to require disclosure upon crossing the 30% threshold. This does not necessarily mean, however, that both obligations are triggered under the exact same circumstances. In the EU, for example, the mandatory bid forms part of the takeover rules (contained in the Takeover Directive) while the disclosure obligation forms part of the rules concerning issuer disclosure requirements (contained in the Transparency Directive). Each provision has its own definition of 'acting in concert', so the relevant provisions need not be triggered simultaneously.
Indeed, it is because of this feature that both were included as a variable in the CBR Index; see text accompanying note 5-8.
To explore the relationship between ownership disclosure mies and other measures of shareholder protection, we have computed the correlation between the variable for ownership disclosure and the other variables included in the CBR Index for 1995 and 2005. The coding for these variables is explained in the Appendix. Table 7 presents the results.
Table 7: Correlation with other variables
One could imagine that different countries prefer different forms of shareholder protection. These different forms would be substitutes and one would expect a negative correlation coefficient. However, Table 7 shows the opposite result: the law on ownership disclosure is mostly positively related to each of the other forms of shareholder protection (shaded fields). Thus, we find that across countries, different ways of protecting shareholders generally complement each other.
Further, notice the relatively large correlation between the variables for ownership disclosure and mandatory bid. Possibly, this correlation is due to the fact that ownership disclosure, to some extent, supports enforcement of the mandatory bid by exposing stakebuilding.1 More generally, one could argue that what ownership disclosure mies and the mandatory bid mie have in common is that they both provide a certain degree of protection for minority shareholders against large shareholders.2 This is also a feature of the variable `Shareholder action against resolutions of the general meeting', which is also strongly correlated with ownership disclosure.