Blockchain and distributed ledger technologies are considered as transformative for corporate governance and enabling decentralized autonomous organizations (DAOs) that challenge hierarchical structures. However, legal, governance, and liability issues surround DAOs. Despite the aim for decentralization, practical implementation often reveals centralized elements. The chapter also explores blockchain’s impact on traditional corporations, emphasizing improvements in share issuance, trading, and decision-making. Blockchain can also address custody chain problems, enhancing transparency in securities and stock ownership. Yet, transitioning to blockchain, exemplified by ASX CHESS Replacement, is complex. While blockchain holds promise in fostering shareholder and stakeholder rights, a nuanced assessment of limitations and practicalities is crucial. More classical alternatives like secure and transparent centralized systems should also be considered in corporate governance.

The debate about legal convergence and divergence has played a prominent role in many areas of law including company law. Although the rules of company law are largely country-specific, certain good governance principles are recognised throughout the EU and many modern jurisdictions around the globe. One of these norms is the equal treatment of shareholders in corporate governance. Shareholder rights usually develop mainly as a means of protection granted to shareholders against management (or controlling shareholders). In terms of comparative law, dissimilarities in shareholder protection may be because of differences in substantive law, but in the case of Turkey variations in the patterns of legal culture and institutional development are seen as the main sources of divergence.

This chapter analyses the ownership of Swiss corporations in the last decades. A main finding is that in listed companies, there has been a substantial decrease of the fraction of ownership by the top three shareholders. For example, for the listed companies ranked 21 to 100, the median stake of the three largest shareholders dropped from 42.5% in 2008 to 36.6% in 2018. More generally, the concentration of the disclosed shareholders has decreased. Non-domestic investors hold large stakes in companies listed in Switzerland and have become more important in the largest, most mature companies – not only have their share ownership significantly increased, but they are also more active in exercising their voting rights and in engaging with companies. We also provide some evidence, drawing on a series of surveys of market participants, that these developments, especially the presence and increasing activity of non-domestic investors, have direct implications on the governance practice of companies listed in Switzerland.

The Dutch corporate law framework of the public company (the NV) is characterized by an ‘institutional’ approach including a board autonomy principle and the focus on long-term value creation, which is well-established in Dutch (case) law. The Dutch shareholder meeting shares its important position with the corporate board and is not the highest power in the company. Despite that this Dutch framework follows a clear stakeholder model, shareholders have important decision-making rights that are defined in the law. These statutory decision-making rights include topics like (amongst others) say-on-pay, director (re-)elections, capital resolutions, discharging directors, and amendments to the articles of association. Further decision-making rights can be defined in the articles of association, albeit these articles can also limit shareholder voice via oligarchic provisions. Institutional investors systemically own the majority of the shares in the largest listed companies in the Netherlands, which explains the large and increasing focus on institutional stewardship.

As in many other countries, shareholders in French companies have only those powers that are conferred upon them or upon the general meeting. Nevertheless, the general meeting is vested with important rights: it is in charge of the election of the board of directors, has a say-on-pay and a say on related party agreements as well as a number of ‘fundamental decisions’ of the corporation. Shareholders make active use of their (voting) rights. In practice, shareholder participation remains relatively stable over time, with higher participating rates of shareholders with double voting rights and an increasing number of shares voted by mail. Most voting items are approved with a large majority of the votes, although those on remuneration, related party agreements and share issuances are sometimes heavily contested. Engaged shareholders make regularly use of shareholder proposals and shareholder questions. Further, every year, a number of French companies are confronted with activist shareholders who want to effect changes in the strategy or governance of the company, albeit with varying degrees of success. To meet their requests, an increasing numbers of companies are appointing a director with special responsibilities vis-à-vis shareholders.

This chapter addresses the voting and other engagement practices in the 19 jurisdictions in this Handbook on Shareholder Engagement and Voting. First, it is shown that shareholder participation in AGMs differs significantly between countries, which is related to differences in ownership structures, ownership concentration, the powers of the general meeting of shareholders and the other means shareholders have for voicing their interests. Similarly, the powers of the general meeting of shareholders differ substantially between the different countries. Common shareholder voting items are relatively few but include some kind of vote on board nominees and some say over pay although in some countries compensation is an exclusive business of the board of directors. Shareholder proposals seem to be more common in common law countries where it is relatively easy to table a proposal. Questioning the board at general meetings is a widespread practice of especially small shareholders, contrary to many other shareholder engagement techniques commonly used by (institutional) investors. The wide diversity of engagement practices shows that an optimal and efficient division of powers between shareholders and board has not yet been found.

This chapter provides an overview of the main findings of the 19 jurisdictions that are studied in the Handbook on Shareholder Engagement and Voting. The chapter describes the different legal means available for shareholders to engage with their companies, and outlines both the procedural requirements for general meetings and the material shareholder rights in a comparative perspective. Partly due to global capital markets and the rise of institutional ownership, this chapter shows important similarities in shareholder control rights and convergence between jurisdictions. An important example of such convergence are say-on-pay rights: in virtually all jurisdictions, shareholders have some sort of say-on-pay to date. Yet, this chapter also shows that important differences remain, also marked by the large variety of advisory and binding say-on-pay rights. Clearly, the although the legal infrastructure is a very important factor for the practice of shareholder rights, domestic factors often play a major role, even in today’s globalized markets.

Under Danish law, the general meeting is omnipotent, meaning that it can decide on most issues, including issues that deal with day-to-day management of the company. Thus, in theory, shareholders are in a position to ensure that the general meeting decides most issues of concern to them, and the rules on calling a general meeting or proposing topics for the meeting agenda are also rather generous to shareholders. In practice, however, shareholders rarely call a meeting. Although they occasionally propose issues for the meeting agenda, those proposals are almost always voted down by a very high majority. Therefore, the potential for shareholder democracy and activism is not being exploited by shareholders in Denmark.It seems that in normal circumstances, a board will propose agenda items only when the law requires it to do so. We did find, however, that shareholders often ask questions and engage in debate at general meetings. We therefore conclude that shareholder democracy and activism are present in Denmark, although most likely it often takes place as interaction between the board and major shareholders before general meetings are held.