34th International Financial Law Conference

17 May - 19 May 2017

Swissotel Tallinn

Session information

How can you do a public transaction without knowing the shareholders and who is calling the shots?
Swissotel Tallinn


Banking Law Committee (Lead)
Financial Services Section (Lead)
Financial and Banking Law Conferences Subcommittee (Lead)
Legal Practice Division (Lead)
Securities Law Committee (Lead)
European Regional Forum


The economic impact of shareholder activism, takeover bids and other transactions involving publicly listed companies is borne less and less by those who ‘call the shots’ or cast the votes. Often those whose wallet is ultimately hit are not known to the company and not aware themselves of their beneficial ownership. Rather, intermediaries like fund managers, pension funds, governments and state owned enterprises take the relevant decisions. The interests of these intermediaries may not be the same as those of the ultimate beneficiaries. As a result, proxy advisors, electronic voting providers and analysts have gained increasing power. One consequence of this separation of power from beneficial ownership is that it is not clear to corporate issuers, as well as to other players like activists or bidders, with whom they should communicate to secure investor support. In this context, the role of proxy solicitors, tender agents and IR firms becomes increasingly important. This panel comprises representatives of players with different roles and discusses the implications on getting transactions done and shareholders’ interests satisfied.