An important update to luxembourg`s corporate law reform is that of voting agreements, the portability of S.A. shares and minority rights. The threshold for triggering such a “derivation” transaction is 10% of the voting rights of the general meeting that decides to grant discharge to the directors. Essentially, they lead to a departure from the “one action – one vote” principle under section 450-1 LCC for limited companies and sections 710-19 LCC for limited liability companies. Given the existence of this principle – considered a matter of public order – the majority electoral clauses are unanimously found to be illegal under Luxembourg law. This is a pity in the context of competition, given that the reform of the Belgian corporate code from 2019 should explicitly authorise these clauses in limited companies and unlisted limited companies. But let us at least remember that, fortunately, the majority seems to approve of the doctrine that, if such clauses are not valid, when they relate to shares or shares of the company, they are valid from the outset when they relate to beneficial shares.  Like their inclusion in the company`s by-law, their application to all shareholders and their application to all voting titles. We also recalled that in addition to these clauses on the company`s capital, there was another fundamental category of clauses that were included in almost all partner contracts: the clauses for the exercise of power within the company, themselves schematically subdivided into two subcategoryes: the statutes may provide that the board of directors or the board of directors can, if necessary, , obtain the voting rights of a shareholder in violation of its obligations, as stipulated in the articles or the subscription file. Article 1sexies requires institutional investors and asset managers (i) to develop and disclose a commitment that describes how they incorporate shareholder engagement into their investment strategy and (ii) to disclose each year how their engagement policy has been implemented (including votes, reporting of key votes and the use of the services of voting councillors) and how they voted at assemblies General.
However, such disclosure may exclude insignificant votes because of the purpose of the vote or the size of the participation in the company. The information is available free of charge on the website of the institutional investor or asset manager. The law of May 24, 2011 on the exercise of certain rights of shareholders of listed companies as amended provides in principle that only shareholders holding shares of the company listed on the reference date can participate in a general meeting and vote. The record date is set at midnight (Luxembourg time) on the day that falls 14 days before the date of the general meeting. Shareholders of a publicly traded company can now freely transfer their shares at any time prior to the general meeting and are no longer subject to transfer and blocking restrictions before the general meeting.