The European Union’s Shareholder Voting Rights Directive From an American Perspective: Some Comparisons and Observations

The European Union (“EU”) has recently celebrated its 50th anniversary. This Article is based upon my presentation in the Symposium celebrating the anniversary held at Fordham Law School and sponsored by the Fordham International Law Journal. The Article will look at how the European Union has recently approached company law issues (usually referred to as corporate law in the United States) and particularly shareholder voting rights through the recent EU directive on the exercise of certain rights of shareholders in listed companies (“Voting Rights Directive” or “Directive”). My focus is on company law with regard to the corporate governance of publicly traded corporations as opposed to closely-held corporations. (P) While there are many different forces that influence the development of company law, I will focus on three significant themes that influence the development of company law in the United States. Those influences are the role of ownership, the focus of company law, and federalism. These have also influenced the development of EU company law, but with differences. I will discuss the themes and compare how they have influenced the U.S. and EU’s agenda on company law. I will then focus on the Voting Rights Directive as it compares to the United States and reflects on these themes. THE LIMITATION OF INTELLECTUAL PROPERTY IN THE NAME OF COMPETITION