On 7 July 2025, the Dutch government published a draft bill implementing the EU directive on multiple-vote share structures (MVS Directive) into national law. The MVS Directive allows companies to introduce share structures where certain classes of shares provide more votes per share than other classes (high-vote/low-vote share structures). The directive only applies to companies not yet listed on a multilateral trading facility (MTF) or regulated market and seeking admission to the trading of their shares on an MTF.

The MVS Directive is part of the European Commission's broader Listing Act package, aimed at streamlining listing requirements, reducing regulatory burdens and making stock market listings more attractive, particularly for small and medium-sized enterprises (SMEs). This would improve companies' access to public capital. The directive must be transposed into national law by 5 December 2026.

The draft bill proposes amendments to the Dutch Civil Code (Book 2) and the Financial Supervision Act. The government has opted for a pure transposition approach, meaning that the draft bill contains only those provisions strictly required for compliance with the directive, so no additional national policy measures. The draft bill applies to NVs and BVs alike.

The government has clarified that the new European MVS facility will not affect those structures for differentiated voting rights that are currently available under Dutch law, including high-vote/low-vote share structures and loyalty voting schemes. Given that existing structures allow for an extensive level of flexibility, it is generally expected that most issuers interested in introducing differentiated voting rights will continue to opt for those structures, instead of the new European MVS facility.

De Brauw recently submitted input (in Dutch) on the draft bill as part of the bill's consultation process.