Shareholder Rights in Listed Companies: What the EU Corrects and What You Must Review Now

Key data

Listed companies on European stock exchanges have a new reason to review their internal procedures. The correction published on 10 March 2026 corrects material errors in Directive 2017/828/EU, which in turn amends Directive 2007/36/EC on the rights of shareholders in listed companies.

The correction does not change the substantive obligations, but it does affect how they should be interpreted and applied. This means that any internal procedure, bylaw or corporate policy drafted with reference to the original text containing errors may need revision. Financial intermediaries and asset managers are also in the spotlight of this update.

What does this regulation establish?

Directive 2017/828/EU has three main pillars that this technical correction helps clarify:

• Long-term shareholder engagement: the original directive seeks to ensure that shareholders, especially institutional ones, adopt a more active and committed stance in the companies in which they invest.
• Transparency in executive remuneration policy: listed companies must publish and submit to a vote their remuneration policies for board members and senior executives.
• Related party transactions: procedures for approval and disclosure of transactions between the company and its related parties (controlling shareholders, executives, etc.) are regulated.

The correction published in 2026 corrects material errors in the text of this directive. Although it does not alter the substantive content of the obligations, it ensures that interpretation and application are correct. In practice, this means that the text that should now be taken as reference is the corrected one, not the original.

Economic and operational impact

At first glance, a correction of errors may seem like a minor formality. But for listed companies and their intermediaries, it has concrete operational consequences:

• Review of bylaws and internal procedures: any corporate document that cites or is based on the original text of Directive 2017/828/EU must be verified against the corrected text. This includes board regulations, remuneration policies and procedures for approving related party transactions.
• Transparency and communication obligations: financial intermediaries and asset managers must ensure that their processes for communicating with shareholders comply with the already corrected provisions, not with the text that contained errors.
• Risk of interpretive non-compliance: applying the erroneous text may result in incorrect procedures that, upon inspection or complaint, will not withstand regulatory scrutiny.

The direct cost of adaptation will depend on how far companies have already advanced in implementing the original directive. Those that already had robust procedures will only need verification. Those that were still in the process of adaptation must incorporate the corrected text from the outset.

Who does it affect?

• Listed companies on European stock exchanges: required to review bylaws and internal procedures to ensure compliance with the corrected provisions.
• Institutional shareholders: affected by long-term engagement obligations and transparency requirements regarding their voting policy and engagement.
• Financial intermediaries: must ensure that their processes for communicating and transmitting information to shareholders comply with the corrected text.
• Asset managers: affected in their transparency and communication obligations with shareholders, in accordance with the rectified provisions.

Practical example

A listed company on a European stock exchange that, following the publication of Directive 2017/828/EU, drafted its executive remuneration policy and its regulation for approving related party transactions with reference to the original text, must now compare that text with the corrected text published on 10 March 2026.

If any of the corrected articles affects the voting procedures for the remuneration policy or the approval thresholds for related party transactions, the company must update its internal documents before the next shareholder meeting or the next relevant related party transaction. Failure to do so means applying a procedure based on a text with errors, which may invalidate resolutions or generate claims from minority shareholders.

Similarly, an asset manager that communicates to its clients how it exercises its voting rights in listed companies must ensure that its engagement policies and transparency reports reflect the obligations according to the already corrected text.

What should companies do now?

1. Locate the corrected text: access the official text of the correction (CELEX:32017L0828R(03)) published on 10 March 2026 in the EU Official Journal and compare it with the text of Directive 2017/828/EU that was being applied.
2. Review bylaws and internal regulations: identify which corporate documents (board regulation, remuneration policy, related party transaction procedure) cite or are based on the corrected articles and update them if necessary.
3. Verify shareholder communication procedures: financial intermediaries and asset managers must review their information transmission and communication processes to ensure they comply with the corrected text.
4. Monitor the entry into force date: the application date has not been specified. It is essential to follow the EU Official Journal to know the exact deadline and plan the adaptation.
5. Consult with specialized legal advice: given that the correction affects the interpretation of already applicable obligations, it is advisable that the legal department or an external advisor validate that current procedures are compliant with the rectified text.