Aktivt ejerskab

– om institutionelle investorers engagement og dilemmaer

i Nordisk Tidsskrift for Selskabsret
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EU’s second shareholder directive was adopted in 2017 and implemented in Denmark in 2019. A significant objective was to encourage institutional investors such as ATP to become more active as investors in listed companies. By now, a sufficient period has passed in order to evaluate whether the directive has had the desired effect. This article analyses active ownership as it is practiced today, including the legal background and the objectives institutional investors can have to engage in practicing active ownership as well as the means to do so. Common ways of practicing active ownership are exclusion of certain investments, participating in and voting at general meetings and engaging in dialog with the investee companies’ boards, management and investor relations departments. Among the topics that are high on the agenda is ESG (Environmental, Social and Governance). EU’s Sustainable Finance regulation is increasing the push in that direction. While institutional investors are more active today than in the past, they are still not as active as activist hedge funds in the listed markets and private equity fonds in the private markets. One reason for this is that institutional investors usually have a highly diversified portfolio and need to consider the costs and burden of being active versus the potential gain. To deal with costs many institutional investors outsource the active ownership-role wholly or partly to proxy advisory firms and/or stewardship services firms. However, institutional investors can, if they actively engage with their investee companies, have an impact. They can e.g. help define what the companies’ purposes should be in the light of the investors' own long-term interests, including with regard to sustainability, take an active role in the nomination of the boards of the companies and help keep management under control and be the corrective factor if management does not deliver on what they promise, or if they go too far in relation to e.g. salaries.

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