Shareholders Rights Directive II – implications for Asset Managers
News    ·   03-10-2019

AUTHOR: Andrew Caruana Scicluna; Giuseppe Gigante

On 10 June 2019 the amended European Shareholder Rights Directive II (the “Directive”) came into force. This Directive includes transparency obligations which aim to encourage long-term shareholder engagement and  impacts institutional investors (pension funds and insurers) and asset managers (MiFID firms providing portfolio management services, AIFMs - except for de minimis AIFMs, UCITS ManCos and self-managed UCITS) to the extent that they invests in shares traded on a regulated market on behalf of investors (shares that have a primary or secondary listing on a EEA market) whether on a discretionary client-by-client basis or through a collective investment scheme.

To comply with the Directive, asset managers and institutional investors are required inter alia to (a) develop an engagement policy that describes how they integrate shareholder engagement in their investment strategy, which engagement activities they carry out and how, and (b) publicly disclose, once a year, how the shareholder engagement policy was implemented in practice including, inter alia, a general description of voting behaviour, an explanation of the most significant votes and the use of the services of proxy advisors (these requirements apply on a “comply or explain” basis).

Should you require any assistance in this regard, please contact Andrew Caruana Scicluna ( or Giuseppe Gigante (

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