On 1 July 2013 a number of important amendments to the Dutch company law rules will take effect. The underlying aim is to strengthen the corporate governance of listed and unlisted companies by curbing shareholder activism and promoting the dialogue between shareholders and the management board. To this end, the Corporate Governance Act and the Financial Markets Act 2013 provide for the following new rules:

  • The threshold for the right of shareholders of both listed and unlisted public limited liability companies ('NVs') to have items placed on the agenda of the general meeting of shareholders will be raised: in future only shareholders who have a holding of 3% or more will have this right. The current limit is 1%.
  • When exercising the right to have items put on the agenda of a general meeting a shareholder in a listed company will be required to disclose his/its full economic interest (long and short). This must be published on the listed company's website.
  • The lowest threshold for the disclosure of capital interests and/or voting rights in a listed company will be reduced to 3%.
  • An investor in a listed company will be required to disclose not only his capital interests and/or voting rights but also his gross short positions (as from 3%).
  • An arrangement will be introduced enabling listed companies to trace the identity of their 'ultimate investors'.

On 21 June the AFM published policy rules (in Dutch only) on how to calculate a gross short position.

For more information, see our previous newsletter on the Dutch Corporate Governance Act. Click here for a list of the legislation that entered into force on 1 January 2013.