Mandatory and Contract-based Shareholding Disclosure

Abstract

This paper advocates a takeover-neutral legal framework for shareholding disclosure. After showing how the laws on securities custody may affect shareholding disclosure, it summarises the state of the art of shareholder identification and ownership disclosure in some major jurisdictions. Next, it considers the features that should qualify an effective regulatory system of shareholding disclosure and sketches how the applicable rules could be designed with a view to ensure that regulation is takeover-neutral: in particular, the extent to which issuers should be left free to devise their own tailored regime is investigated. Then, the issue of how (supra-national) harmonisation can play a role in this area is discussed. The paper argues for a harmonised policy solution which, while guaranteeing a sufficient degree of standardisation (and, consequently, limited adaptation and compliance costs), also allows for a flexible implementation through a system of centralised default rules and opting in/out choices both at the Member States’ and at the issuers’ level.