Aksjonærrettigheter under press | Norges Bank Investment Management

Av Carine Smith Ihenacho, Chief Governance and Compliance Officer; Snorre Gjerde, Policy Lead; Deena Elmeged, Senior Investment Stewardship Manager.

Vårt synspunkt

Vi er bekymret for at aksjonærrettigheter svekkes i mange markeder. Det kan undergrave investortilliten og gå på bekostning av den langsiktige verdiskapingen.
Sterke aksjonærrettigheter understøtter velfungerende aksjemarkeder.
Å beskytte aksjonærrettigheter er et felles ansvar for regulatoriske myndigheter, børser, indeksleverandører, selskaper og investorer.
Vi vil styrke dialogen vi har med markedsaktører om aksjonærrettigheter.

Resten av synspunktet er tilgjengelig på engelsk.

Why shareholder rights matter for long-term value creation

Across many markets, competition for listings has led to changes to the frameworks that protect minority shareholders. Some changes reflect legitimate improvements, but others weaken the investor protections that anchor market confidence and integrity. In global markets, changes in some jurisdictions create pressure on others to follow. This trend is concerning and can affect long-term value creation across global portfolios.

Research indicates that robust shareholder rights are associated with deeper more liquid capital markets and broader access to financing,^[1] that weakening these rights can raise companies' cost of capital,^[2]and that companies with stronger shareholder protections have historically traded at higher valuation multiples.^[3]

Robust shareholder rights give long-term investors confidence to remain invested through volatile periods when short-term funding withdraws, supporting steady allocation of investment to its most productive use. The benefits of strong shareholder rights extend beyond shareholders to savers and pensioners, workers whose employers rely on financing, entrepreneurs raising money for new ideas, and economies that prosper when markets function well.

Important shareholder rights

Norges Bank Investment Management is a minority shareholder in more than 7,000 listed companies globally. Our objective is to deliver the highest possible long-term returns for future generations. This goal depends on well-functioning markets, where shareholders have meaningful rights.

We consider the following to be important pillars of shareholder rights that support well-functioning public equity markets:[4]

Access to timely, material and reliable information. Shareholders entrust their capital to companies and cannot directly observe how decisions are made. They depend on public disclosure covering financials, risks and governance, to understand how a company is run and whether decision-makers are acting in their interest. Streamlining company reporting can cut unnecessary costs, but disclosures that investors rely on to exercise their rights and make decisions should not be sacrificed to do so.
A vote on fundamental decisions. Shareholders elect a board of directors to guide strategy and oversee management on their behalf, but retain a say on fundamental decisions, including board composition, changes to governing documents, and significant transactions. Shareholders need effective means to raise concerns, nominate directors and submit relevant proposals to a vote. An increasing number of jurisdictions permit structures with unequal voting rights.^[5]These can incentivise founders to list their companies, but over time voting rights should reflect economic stakes.^[6]
Equitable participation in economic benefits. Shareholders have a right to a share of any payout in proportion to what they own. They should also be protected from transactions that extract value for controlling shareholders or management at the expense of the company and other shareholders.^[7]
Legal recourse. Shareholder rights are only effective with mechanisms to enforce them. Investors need access to effective legal recourse when their rights are violated. Shareholders should retain a choice of forum for their claims and be able to pursue them without excessive cost or delay. Safeguards against frivolous litigation should not block claims with merit, as this weakens protections for shareholders of every size and reduces wider confidence in the market.

Protecting shareholder rights

Together, the actions of key market stakeholders shape and maintain shareholder rights. Each depends on the market integrity that these rights sustain, and all should take steps to protect them.

Regulators administer important elements of the frameworks under which shareholder rights are exercised. A consistent approach by regulators is itself a form of investor protection, as sudden changes to settled rules can create uncertainty and impede shareholders from exercising their rights.

Stock exchanges are a crucial part of market infrastructure, setting the governance standards companies must meet to list. Competition for listings can create pressure to lower those standards. Holding the line, including for newly public companies, protects the integrity of the market.

Index providers aim to represent investable markets, but their inclusion rules also shape the standards companies must meet, and the governance features that index-tracking investors are exposed to. Given the scale of index-tracking today, how providers set these rules, and the weight they give to governance standards in doing so, matters for investor protection at scale.

Companies and their boards are entrusted with investors' capital. This means communicating transparently and preserving shareholder rights through their choice of governance arrangements, place of incorporation and listing venue.

Investors promote effective governance by exercising their rights thoughtfully, and by contributing to market-wide efforts to protect them. As responsible stewards, they have an interest in ensuring strong protections are maintained.

Our priorities going forward

Given the concerning changes, we will:

Engage proactively with companies and key market stakeholders on maintaining and, where relevant, strengthening shareholder protections across the markets we invest in.
Monitor shareholder protection and treatment across our global portfolio and vote consistently to promote adequate protection of our rights, in line with our Global Voting Guidelines.
Work with academics to deepen collective understanding of how shareholder rights support well-functioning markets.

[1] La Porta, R., Lopez-de-Silanes, F., Shleifer, A., & Vishny, R. (1997). Legal determinants of external finance. Journal of Finance, 52(3), 1131; La Porta, R., Lopez-de-Silanes, F., & Shleifer, A. (2006). What works in securities laws? Journal of Finance, 61(1), 1.

[2] Houston, J.F., Lin, C., & Xie, W. (2018). Shareholder protection and the cost of capital. Journal of Law and Economics, 61(4), 677.

[3] La Porta, R., Lopez-de-Silanes, F., Shleifer, A., & Vishny, R. (2002). Investor protection and corporate valuation. Journal of Finance, 57(3), 1147; Gompers, P., Ishii, J., & Metrick, A. (2003). Corporate governance and equity prices. Quarterly Journal of Economics, 118(1), 107.

[4] See G20/OECD Principles of Corporate Governance (2023), for a comprehensive, complete and internationally recognised framework of shareholder rights.

[5] OECD (2026), Flexibility and investor protection in share class structures, OECD Publishing, Paris.

[6] See also See NBIM position paper: Multiple share classes

[7] See also NBIM position papers: Related-party transactions and Shareholder rights in equity issuances