The research project aims at providing a legal and empirical analysis of the role of institutional investors in tabling of and voting on shareholder proposals in European companies. In particular, it aims to establish whether the Gilson-Gordon model also functions in the EU, and wants to provide a critical perspective on whether the proposed EU Directive on Shareholder Rights is the optimal regulatory approach for an effective legal framework that will incentivize institutional investors to exercise their stewardship responsibility and engage in monitoring underperforming management. We will formulate proposals to amend procedural shareholder rights in order to enable institutional investors to play the role desired of them by policymakers