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Review of the Shareholder Rights Directive (SHRD)

The proposal to revise the existing Shareholder Rights Directive (or SRD II) would tackle corporate governance shortcomings relating to listed companies and their boards, shareholders (institutional investors and asset managers), intermediaries and proxy advisors (i.e. firms providing services to shareholders, notably voting advice).


The proposals would both make it easier for shareholders to use their existing rights over companies and enhance those rights where necessary. This would help ensure shareholders were more engaged, better hold the management of the company to account and act in the long-term interests of the company.

The Review shall:

  • contribute to the long-term sustainability of EU companies,
  • create an attractive environment for shareholders,
  • enhance cross-border voting by improving efficiency of the equity investment chain,
  • contribute to growth, jobs creation and EU competitiveness,
  • create a better link between pay and performance of company directors,
  • enhance transparency and shareholder oversight on related party transactions,
  • ensure reliability and quality of advice of proxy advisors,
  • improve shareholder identification,
  • facilitate transmission of cross-border information across the investment chain,
  • increase transparency of costs, and
  • increase engagement of asset owners and asset managers.


11 July 2007: The Directive on the Exercise of Certain Rights of Shareholders in Listed Companies (2007/36/EC) of the European Parliament and of the Council

9 April 2014: European Commission Proposal for a Directive amending Directive 2007/36/EC as regards the encouragement of long-term shareholder engagement and Directive 2013/34/EU as regards certain elements of the corporate governance statement

17 May 2017: The final text of the revised Shareholders’ rights directive has been published in the EU Official Journal. The directive entered into force on 11 June 2017 and member states had until 10 June 2019 to transpose the new rules into laws. 

2019: The political negotiations procedure in Brussels regarding the revision of the Shareholder Rights Directive (SDR II) have been completed.

The law regarding the SDR II’s transposition into national (German) law (the so-called ARUG II) was finally passed by the German Federal Council (Bundesrat) on 29 November and has thus concluded the parliamentary procedure. The law was published in the Federal Law Gazette (Bundesgesetzblatt) on 19 December and has thus entered into force.

2020: The Implementing Regulation for SRD II entered into force on 3 September 2020. The European financial services sector has requested a twelve-month delay due to the disruptions made by the Covid-19 pandemic, which has indeed materialised in several markets not being ready. The European Commission may be taking new measures to address these concerns.

Shareholder Rights Implementing Regulation adopted

The European Commission adopted on 3 September 2018 the Implementing Regulation (EU) 2018/1212 laying down minimum requirements implementing the provisions of the Shareholder Rights Directive 2007/36 with regard to shareholder identification, the transmission of information and the facilitation of the exercise of shareholder rights. The text entered into force on 3 September 2020.

Shareholder Rights Directive was published

The final text of the revised Shareholders’ rights directive has been published in the EU Official Journal. The directive entered into force on 11 June 2017 and member states will have until 10 June 2019 to transpose the new rules into laws. 

Clearstream: Proxy Voting Service

Our Proxy Voting Service covers all Clearstream proxy voting markets and eligible instrument types, including Eurobonds and investment funds shares, together with Institutional Shareholder Services (ISS).

Shareholders' rights in EU companies: Council formal adoption

The council adopted a directive aimed at strengthening shareholders' engagement in big European companies. The directive will encourage transparent and active engagement by shareholders of listed companies by reviewing the current Shareholders' Rights Directive (2007/36/EC).

Legal basis

Find the most recent legal text on this regulation here.