SRD II Transposed into Irish Law - Are you ready?

The Shareholder Rights Directive 2017/828 (“SRD II”), which amends the Shareholder Rights Directive 2007/36 (“SRD I”) promoting the exercise of shareholder rights, has been transposed into Irish law by the long awaited EU (Shareholders’ Rights) Regulations 2020 (the “SRD II Regulations”). SRD II amends the earlier directive with the aim of promoting greater shareholder involvement in the corporate governance of listed public limited companies (“PLCs”) and to ensure that there is enhanced transparency between PLCs and their shareholders.

Despite an EU transposition deadline for SRD II of 10 June 2019, the SRD II Regulations apply from 30 March 2020 with a number of transitional provisions. In transposing SRD II, the SRD II Regulations amend and supplement the Companies Act 2014 (the “Act”) by the inclusion of new Chapters 8A, 8B, 8C and 8D in Part 17 of the Act and a new Schedule 21. 

Main market listed PLCs, institutional investors and asset managers need to be prepared to comply with the new changes introduced by the SRD II Regulations in the following key areas:

  • shareholder identification, transmission of shareholder information and exercise of shareholder rights (for a summary, please see our separate briefing note [here]);
  • new rules for related party transactions (for a summary, please see our separate briefing note [here]);
  • new shareholder  ‘say on pay’ rules for directors’ remuneration (for a summary, please see our separate briefing note [here]); and
  • new transparency obligations for institutional investors and asset managers (for a summary, please see our separate briefing note [here]).

This document has been prepared by McCann FitzGerald LLP for general guidance only and should not be regarded as a substitute for professional advice. Such advice should always be taken before acting on any of the matters discussed.