FSMA considers direct summons
- Kris Vansanten
- Sep 5
- 2 min read
The imminent introduction of multiple voting rights is currently sparking controversy in the media over whether sufficient consideration has been given to the protection of minority shareholders. The authors of the relevant bill say ‘yes’. But is that really the case?
The bill does indeed provide for ‘Majority of Minority Shareholders Approval’. In this sense, minority shareholders are given significant leverage. To the extent that this revitalises the ailing stock market and encourages more companies to go public, we welcome it.
However, the question of what protection minority shareholders have if significant breaches of company law or the principles of good governance are subsequently identified becomes all the more important. And this question remains unanswered to this day. To be clear, this question goes beyond the scope of this bill, and it is not expected that this bill will provide a conclusive answer.
All too often, however, minority shareholders in such cases are unfortunately forced to fight a losing battle against heavily armed controlling shareholders and continue to face numerous asymmetries, as we have repeatedly pointed out.
In this regard, FSMA Chairman Jean-Paul Servais showed initiative, decisiveness and courage during a parliamentary hearing in January by identifying these problems and launching concrete proposals to address them. He presented three proposals to strengthen the Belgian capital markets by expanding the mandate of the supervisory authority. One of these – direct summons to court by the FSMA – is groundbreaking.
This is the kind of leadership our financial system needs. Servais has shown that the FSMA not only recognises its duty, but also has the will to act. What is missing is the political mandate. Parliament recognised the problem in January on the initiative of Michael Freilich. Since then? Silence. No reforms, no progress. Every day of inactivity further undermines investor confidence in the proper functioning of our capital market.
Belgium has a unique opportunity here to take on the role of trendsetter by, in addition to introducing multiple voting rights, being one of the first European countries to develop a strong, credible supervisory authority that protects all shareholders against breaches of governance, malpractice and misleading communication. The proposal is on the table, but it will take political courage to turn it into concrete legislation.
If we want to revitalise the stock market and stimulate the economy, we must also work to restore investor confidence in the proper functioning of the capital market in situations where there are serious indications of careless or fraudulent management.
automated translation by DeepL
