The Investment Association (IA) has published guidance on Effective requisitioning of shareholder resolutions. It is intended to provide institutional investors with an overview of the key steps required to requisition a shareholder resolution. We have also released a second episode of our shareholder activism podcast series.
IA guidance
The IA guidance has been produced in response to a report on stewardship published by the Asset Management Taskforce Stewardship Working Group in 2020. It recommended, amongst other things, that shareholders should use requisitioned resolutions more proactively and that the industry should develop guidance to overcome existing barriers to requisitioning resolutions.
The IA guidance says that requisitioned resolutions are an important escalation tool for investment managers where engagement with company management and voting on standard resolutions have not resulted in the desired changes in company behaviour. It looks at the key considerations and legal and operational barriers that investors may face when requisitioning a resolution or shareholder meeting, as well as providing some practical information on how these barriers might be overcome or mitigated.
Areas covered include:
- the legal thresholds for requisitioning a resolution or shareholder meeting and how the requirements can be satisfied where shares are held through intermediaries;
- some of the legal and regulatory issues for investors to consider, for example under the UK Market Abuse Regulation and the Takeover Code;
- the timeframe for requisitioning a resolution; and
- issues to consider when drafting a resolution.
Shareholder activism podcast
In the second episode of our shareholder activism podcast series, we talk about how companies should, and increasingly are, planning for an approach by an activist. We discuss in particular:
- what companies can be doing now so that they are ready in the event of an activist coming on to their share register; and
- how boards should respond at the point when an activist does make an approach or acquires shares in the company.
To listen to the full conversation, please visit SoundCloud, iTunes or Spotify.
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