The AMF publishes its response to the European Commission’s consultation on the review of the Shareholder Rights Directive (SRD)

What Changed

• * The AMF advocates removal of many existing “Member State options” in SRD in order to achieve greater harmonisation of shareholder rights and issuer–shareholder interactions across the EU, reducing national divergences in how SRD is implemented.
• The AMF reiterates that long‑term shareholder engagement should remain a core objective of the revised SRD and that the framework should explicitly facilitate ongoing dialogue between issuers and shareholders, not only around general meetings.
• The AMF supports the development of hybrid general meetings with real‑time remote voting as a structural feature of EU listed company governance, in line with the digitalisation of the economy and increasing cross‑border ownership.
• The AMF considers “closed‑door” general meetings (with no in‑person or remote shareholder participation) to be incompatible with SRD objectives and proposes that such formats be prohibited in the revised Directive.
• The AMF proposes that “virtual‑only” general meetings should remain possible but be subject to tighter regulation at EU level, including a requirement to obtain shareholders’ approval on a regular basis for continued use of this format.
• For hybrid and virtual‑only meetings, the AMF stresses that effective exercise of shareholder rights must be guaranteed, including practical, enforceable rights for shareholders to ask questions and exercise voting rights in real time.

Suggested Considerations

• Monitor the European Commission’s SRD review process closely, including the forthcoming legislative proposal and any related impact assessments, as these will determine concrete new obligations on meeting formats, shareholder identification and intermediaries’ duties.
• Map current practices for general meetings (physical, hybrid, virtual‑only) against the AMF’s positions and SRD II requirements, and assess the extent to which existing procedures depend on national options or flexibilities that may be removed in a revised SRD.
• For intermediaries and custodians, assess existing cross‑border voting, information transmission and shareholder identification processes to identify areas of fragmentation or reliance on local practices that may be affected by EU‑level harmonisation.
• Engage with industry associations and local regulators to provide practical feedback on operational challenges (e.g. complex custody chains, vote confirmation, cut‑off times) so that future SRD revisions reflect realistic implementation constraints.
• Update internal regulatory change logs and risk assessments to flag the SRD review as an emerging structural change to shareholder‑rights processes, with potential impacts on IT systems, contracts with intermediaries, and investor communications.
• Begin preliminary discussions with technology providers and meeting service vendors on their ability to support compliant hybrid and virtual meeting functionalities, including secure remote voting and auditable records of shareholder participation and questions.

Key Dates

Who is Affected