Introduction : Mapping Shareholders’ Duties

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