Jurisdiction(s):
European Union

EU Shareholder Rights Directive II: engagement and disclosure duties, shareholder identification and recent developments for asset managers and institutional investors

Published by a LexisNexis EU Law expert

Practice notes

This Practice Note summarises the Shareholder Rights Directive II (SRD II) (Directive (EU) 2017/828 amending Directive 2007/36/EC), highlighting its implications for asset managers and institutional investors. SRD II seeks to foster effective stewardship and long-term investment choices, establishing requirements in areas such as transparency around engagement policies and investment strategies across the institutional investment sphere, together with approval and disclosure obligations for related-party transactions.

Scope and overview of SRD II

The original Shareholder Rights Directive (SRD I), introduced in 2009, strengthened shareholder rights by setting minimum standards for exercising voting rights attached to shares in EU-listed companies. SRD I was significantly revised by SRD II, which took effect on 10 June 2019. SRD II assigns rights and duties to listed companies, institutional investors, asset managers, proxy advisers and intermediaries. Investors and asset managers gain greater influence over executive pay and related-party dealings, but face tighter transparency obligations. These include:

public disclosure of the engagement policy, including voting behaviour, and how it is implemented, and
reporting to institutional investors on how the investment strategy and its implementation relate to the mandate and contribute to the medium-

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Web page updated on 21/05/2026

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