Waclawik-Wejman, Agata --- "Of Corporations and Plumbers: Shareholder Voting Rights and Securities Clearing Settlements in Europe" [2011] ELECD 1048; in Alexander, Kern; Moloney, Niamh (eds), "Law Reform and Financial Markets" (Edward Elgar Publishing, 2011)

Book Title: Law Reform and Financial Markets

Editor(s): Alexander, Kern; Moloney, Niamh

Publisher: Edward Elgar Publishing

ISBN (hard cover): 9780857936622

Section: Chapter 6

Section Title: Of Corporations and Plumbers: Shareholder Voting Rights and Securities Clearing Settlements in Europe

Author(s): Waclawik-Wejman, Agata

Number of pages: 24

Extract:

6. Of corporations and plumbers:
Shareholder voting rights and
securities clearing and settlement in
Europe1
Agata Waclawik-Wejman2

INTRODUCTION

The framework for cross-border voting in Europe in the intermediated
securities environment is currently being strengthened, reflecting its impor-
tance as a mechanism for promoting the integration of European capital
markets. The fact that shareholdings in listed companies across Europe are
evidenced as book entries on accounts maintained by intermediaries leads
to the dependence of the core corporate relationship between the issuer and
the shareholder on the soundness of the related cross-border securities clear-
ing and settlement infrastructure ­ sometimes dubbed the plumbing of the
capital markets. The barriers to cross-border exercise of shareholder rights
in Europe show that it is not possible to create an effective corporate govern-
ance framework without a well-functioning capital markets infrastructure.
From the law reform perspective, the efficient and effective cross-border
exercise of shareholder rights is not possible without a sound legal frame-
work for cross-border intermediated securities holdings. Of particular
importance are: (i) the identification of the shareholder to enable her
to exercise her voting rights; (ii) communication between the issuer and


1 This chapter was submitted to the Hart workshop in 2009 and updates

an earlier paper based on the presentation given at the Seminar on Shareholder
Rights on 19 May 2008 at the Stockholm Center for Commercial Law, Stockholm
University, entitled `Shareholder Rights in the Intermediated Holding Structures'
(Stockholm, 2009).
2 INPRIS Institute, Warsaw and Polish-German ...