Glass Lewis has submitted a response to the Spanish consultation on the proposed changes to Spanish Companies Law which transposes Shareholder Rights Directive II (“SRD”) into national legislation. While most of the proposed changes are not contentious, the Ministry of Economy and Business surprised investors with the possibility of introducing loyalty shares to Spanish market.

Under to the proposed law, companies could provide additional voting rights as an incentive for shareholders to become long-term investors in listed companies. Once provided for in the articles of association, double voting rights would apply to shares held by the same registered shareholder for at least two years. Some European markets, namely France, Italy and Netherlands, have provisions regarding double voting rights, and when introduced, these measures have faced significant opposition from institutional investors.

As discussed in our response, Glass Lewis is generally opposed to measures that treat shareholders unequally. In general, we do not favour the creation or extension of stock with differential voting rights as it implicitly creates multiple classes of stock, which we believe is detrimental to the equal exercise of shareholder rights.

You can download our submission to the consultation below. For more information, contact