Introduction: Mapping Shareholders' Duties

In a speech in 2010, the then Commissioner for Internal Market and Services, Michel Barnier, said that: ‘[w]e have spoken for years about shareholders rights. It is time to also talk about shareholders’ obligations’.This heralded a break with the traditional perception in company law that shareholders have no duties when they invest in companies. However, on a closer examination it will be seen that this change has been on the way for some time now and discussions about shareholders’ rights have gradually been supplemented by discussions about shareholders’ duties. This trend is reflected in company law and capital market law, where duties have increasingly been imposed on shareholders in relation to their investee companies and those companies’ stakeholders. Consequently, there is a need not only to examine more closely the duties that have been imposed on shareholders, but also to consider where this trend is taking shareholders and European company law and capital market law. The purpose of this introductory chapter is to map these shareholders’ duties in order to provide an overview of current and prospective duties. This mapping shows great variety as well as variance. The traditional perception, that shareholders have no duties, is challenged on several fronts. First, the content and the context of the duties are manifold. Not only do the natures of the duties vary greatly, but there are multiple sources and multiple aims of the duties imposed. Second, it is not possible to draw a homogenous picture of a shareholder’s duties. The duties imposed on shareholders vary according to the type of company invested in, the type of shareholder and the type of business situation. The overview given in this chapter shows not only the complexity of shareholders’ duties in company law and capital market law in the EU, but also their interconnectedness.