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Capital Markets Law Journal Advance Access originally published online on December 11, 2007
Capital Markets Law Journal 2008 3(1):32-57; doi:10.1093/cmlj/kmm037
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© The Author (2007). Published by Oxford University Press. All rights reserved. For Permissions, please email: journals.permissions@oxfordjournals.org

Indirect holdings of securities and exercise of shareholder rights (a Spanish perspective)

Ignacio Gómez-Sancha Trueba*
* Member of the EU's Commission ‘Legal Certainty Project Experts Group’.

The first 150 words of the full text of this article appear below.


Key points

  • Shareholder rights have been the centre of the debate in Corporate Governance since recently. At the same time, modern securities markets have evolved and changed profoundly in recent decades, both in the way in which the securities are represented and transferred—through electronic book entries held by intermediaries—and in the geographical reach of such transfers: every corner of the world.
  • Recent research has thoroughly analysed the effects of the indirect holding system in those countries that have chosen to give legal status to indirect holding systems (where the paradigm is the USA), leading to the conclusion that in these countries the issuer–investor relationship encounters far more difficulties than in those that facilitate direct holding. Some scholars have even proposed that countries such as the USA should move into a direct holding similar to the Spanish one.
  • This article analyses whether direct holdings facilitate the said issuer–investor relationship by reviewing . . . [Full Text of this Article]

 

   1. Introduction
 

   2. Back where it started
 

   3. Indirect versus direct holdings and its impact on the issuer–investor relationship
 
Indirect holding systems
Direct holding systems
General description
The Chinese system

   4. The Spanish system
 
Registered
Bearer

   5. The issuer–investor relationship, where the investor is outside the ‘direct’ system
 

   6. The EU directive on shareholders’ rights
 

   7. The legal certainty project
 

   8. The Unidroit draft convention on substantive rules regarding intermediated securities
 

   9. ‘De lege ferenda’ considerations: transfer of corporate entitlement
 

   10. Conclusions
 

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