EU Listing Act published, including rules allowing multiple-vote shares for growth-market listings
The EU Listing Act package was published in the Official Journal on 14 November 2024. It simplifies prospectus and market abuse rules for listed companies. Its multiple-vote share structures directive (2024/2810) lets companies seeking a first listing on an SME growth market or other multilateral trading facility use multiple-vote shares, with safeguards. Member states must transpose the directive by December 2026.
The EU Listing Act, a package of a regulation and two directives designed to make EU public markets more attractive, especially to smaller companies, was published in the Official Journal on 14 November 2024.
What changed
- Prospectuses and disclosure: simpler, shorter prospectuses and new exemptions, and changes to the Market Abuse Regulation, including narrower disclosure duties for intermediate steps in protracted processes. Most changes phase in from December 2024 to 2026.
- Multiple-vote shares: Directive (EU) 2024/2810 requires member states to allow companies seeking admission of shares to trading on a multilateral trading facility, including SME growth markets, to adopt multiple-vote share structures. The decision needs a qualified majority at a general meeting, safeguards limit the voting ratio or the matters on which multiple votes count, and the structure must be disclosed at admission and in annual reports.
Who is affected
EU companies with shares or debt on EU markets or planning to list, especially founder-led companies, and the company secretaries handling disclosure and general meetings.
What to do
Review market disclosure procedures for the MAR changes. Companies planning a growth-market listing can consider dual-class structures once national law allows them.
Later developments
The multiple-vote share directive entered into force on 4 December 2024. Member states must transpose it by early December 2026 (the sources give 4 or 5 December).