SCGI signs Joint Statement of Nordic Company Law Scholars on the European-Parliament’s Proposed Amendments to the Proposal for a Directive on MVR Shares

On 7 December 2022, the European Commission presented a package of legislative proposals, one of which was a proposal for a directive on multiple-vote share structures in companies that seek admission to trading of their shares on an SME growth market.

On 24 October 2023, the European Parliament adopted a set of proposed amendments to the proposal that will now proceed into the trilogue negotiations. It has come to our attention that there is some uncertainty regarding the question of whether shareholder resolutions are binding on the company and that this uncertainty may reflect on one of the amendments suggested.

This joint statement is made to explain that at least in respect of our native jurisdictions, Nordic company law, it is absolutely clear that any resolution adopted at the General Meeting of a company is binding on that company, including its members and directors, irrespectively of who tabled the motion, and consequently shareholder resolutions are binding as well.

Any questions can be addressed to Erik Lidman, Director at the Swedish Corporate Governance Institute.