Do I Need to Disclose Substantial Shareholdings in Europe?

What is shareholding disclosure?

Substantial shareholding disclosure is a regulatory requirement for shareholders to report their equity holdings in, typically, listed issuers once their position reaches a certain percentage level of shares or voting rights. It may also be referred to as major shareholding or long position disclosures, disclosure of interest (DOI) or sometimes beneficial ownership reporting. These rules are designed to provide transparency to the market, the issuer, and the relevant regulator, and may be applicable to any firm that holds or manages shares or any instrument referenced to shares.

Substantial shareholding disclosure in EEA

There is no regional rulebook for shareholding disclosure in the EEA despite substantial shareholdings disclosure being governed by the Transparency Directive (TD). Implementation of the TD has been amended and supplemented by local legislation and guidance. The TD provides a regional baseline for calculating voting rights disclosure thresholds in the EEA, but differences in national transposition and regulator approach mean that in practice there are significant national variations and gold-plating. For example: 

• eligible assets for inclusion – whilst instruments in scope are largely harmonised there are some outliers, e.g. in respect of instruments referenced to unissued shares
• calculation basis - a share capital test may apply in some jurisdictions, in addition to voting rights, e.g. in the Netherlands
• voting rights aggregation - some countries require aggregation of holdings across multiple entities (e.g., funds under common control), while others are more lenient
• thresholds – starting thresholds vary from 1% to 5%, sometimes dependent on issuer listing or size. Thresholds in issuers’ articles of association may also apply
• exemptions – e.g. some jurisdictions have a partial exemption for managers
• notification deadlines – ranging from “immediately” to 6 trading days

Tips for compliance

Our Shareholding Disclosure service covers more than 100 jurisdictions. While local rules vary, here are some common points to note:

• Issuers & Markets: Clarify which issuers are in scope—domestic, foreign, or dual-listed. You may need to disclose the same holding (using different calculation criteria) in more than one jurisdiction
• Thresholds: Understand initial and continuing thresholds. Thresholds can vary depending on issuer type (e.g. listing, market cap) or shareholder location (e.g. tax haven)
• Calculation: Consider voting rights, share capital, class tests, and total voting rights. Some regimes apply multiple tests. Note that black letter law may not prescribe precise calculation methods meaning local counsel input is required
• Mandate: Disclosure may be triggered by business activity, even without direct voting discretion (e.g. asset managers, custodians)
• Eligible Assets: Know which securities count—especially derivatives subject to conversion, exchange, or subscription
• Filing Logistics: Prepare for language requirements, deadlines, formats, and portal registration
• Additional Reporting Obligations: Equity holders may face other disclosures—e.g. to industry regulators under sensitive industry or FDI rules, in takeover situations, for AML/CTF, or net short positions

Final thoughts

• Risk: Shareholding disclosure is a business-critical area of compliance, which requires daily oversight and a robust approach to tracking rule developments
• Complexity: The rules can evolve, sometimes quickly and without warning, in response to market developments or a change in regulator approach. Rule changes or interpretive developments can be difficult to detect – often the changes are not readily apparent nor the subject of major public announcements
• Sanctions: National regulators can apply significant scrutiny to this area of compliance and can expect firms to have a robust control framework in place. The margins of error can be very small, and notifications deadlines can be tight. A single missed disclosure can have significant regulatory consequences. In some countries non-disclosure is a criminal offence. Reputational risk relating to a public sanction is also a consideration 

We have expert-curated and user-friendly content on whether and, if so, how a substantial shareholding disclosure is required, for more than 100 countries including all of the below regions:

• APAC: e.g. Australia’s Corporations Act and Takeover Panel regimes; Hong Kong’s SFO Disclosure of Interests Part XV and Japan’s Financial Instruments and Exchange Act
• Americas: e.g. the USA’s Section 13D Securities Act and Canada’s Early Warning and AMRS rules
• Europe: e.g. the EU’s Transparency Directive and the UK’s Disclosure and Transparency Rules (DTRs)
• Middle East: e.g. the UAE’s DFSA and SCA regimes
• Africa: e.g. South Africa’s Companies Act