On 20 August 2019, the law of 1 August 2019, implementing into Luxembourg domestic law the provisions of Directive (EU) 2017/828 (the second shareholders' rights directive SRD II) and amending the law of 24 May 2011 on the exercise of certain shareholders' rights at general meetings of listed companies, was published in the Luxembourg Official Gazette ("SRD II Law"). It entered into force on 24 August 2019.

The SRD II Law completes the law of 24 May 2011 on the exercise of certain shareholders' rights at general meetings of listed companies which provides for requirements in relation to the exercise of certain shareholder rights attached to shares, beneficiary units with voting rights or non-voting shares in relation to general meetings of companies having their registered office in the Grand Duchy of Luxembourg and whose shares are admitted to trading on an EU regulated market[1] or a third country regulated market (in the event of an express opt-in to these rules in the company’s articles of association) ("Issuers," or each an "Issuer").

The SRD II Law mainly aims at encouraging long-term shareholder engagement. For this purpose, it includes new specific provisions in relation to the identification of shareholders, transmission of information, facilitation of the exercise of shareholders' rights, transparency of institutional investors, asset managers and proxy advisors, remuneration of directors and related party transactions.

The present newsletter aims at providing a general overview of the main provisions of the SRD II Law, which impacts, among other things, (i) intermediaries[2] (in particular those maintaining securities accounts on behalf of shareholders); (ii) institutional investors[3] (life assurance undertakings and occupational pension schemes); (iii) asset managers[4] (MiFID firms, alternative investment funds managers (AIFMs) and UCITS management companies ("Fund managers")) to the extent that they invest in shares traded on a regulated market on behalf of investors; (iv) proxy advisors and (v) Issuers and their shareholders.

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