minority shareholder - the owner is a non-controlling interest securities in the charter capital of the company.It can be presented as a legal person, and one man.Non-controlling interest does not give its owner the opportunity to participate in managing the organization, for example, elect members of the Board of Directors.
position of a minority shareholder in the joint-stock company
As a shareholder with a small stake can not be a full participant in corporate governance, its interaction with the Majority difficult.The controlling shareholder can reduce the value of the securities of minority shareholders, bringing assets to a third-party organization with which small shareholders have nothing to do.To prevent such accidents and to establish the relationship between the shareholders as a whole in civilized countries legally established rights of holders of non-control packages.
world practice of protection of minority shareholders
The legislation developed countries provided protection of minority shareholders from the forced sale of securities owners of large blocks of low cost in case the latter decide to buy up all the shares.In most cases, the protection of minority shareholders is to limit the possibilities of majority shareholders and the Board of Directors to abuse their power.All the rules of the laws designed to empower minorities and their involvement in the management process.
Often, the law gives greater rights to minority shareholders so that they begin to resort to corporate blackmail, demanding repayment of their shares at an inflated price by the threat of litigation.
rights of minority shareholders in Russia
The federal legislation contains provisions protecting minority shareholders.First of all, this protection includes the preservation of them independent, separate status in the event of a merger or takeover.During these processes, a minority shareholder may be a loser due to a relative decrease of its share in the new structure.This leads to a reduction in its impact on the governing bodies.
law prescribes such measures:
- For a number of decisions require not 50%, and 75% of the votes of shareholders, and in some cases, the threshold can be raised even higher.These solutions include: amendments to the charter, reorganization or closure of the firm determination of the amount and structure of the new issue, the purchase by the company of its own securities, approval of major property transactions, reducing the par value of shares with a corresponding reduction of the authorized capital, and so on. D.
- Electionsthe board of directors shall be conducted by cumulative voting.For example, if a minority shareholder owns 5% of the shares, he can choose 5% of the body.
- When buying shares reached 30, 50, 75, or 95% of all issued securities buyer-must give credit to owners of securities firms to sell him their shares at the market price or better.
- If a person owns 1% or more of the shares, it can appear in court on behalf of the company against the leadership in the event of incurring losses due to the fault of directors by shareholders.
- If a shareholder has 25% of all papers or more, he must have access to the accounting documents and records drawn up on the board meetings.
conflicts between shareholders and their consequences
stability and transparency of its actions have a positive impact on the stock price and attractiveness for investors.Numerous lawsuits and criminal cases against management personnel and shareholders, violation of the laws by persons in the framework of a certain power, has the opposite effect.
If a minority shareholder or group owns more than 25% of the package and has interests that differ from the preferences of the majority, the adoption of important decisions, which should be 75% or above, more difficult.
greenmail
The most common type is called greenmail corporate conflicts.This phenomenon - is nothing but blackmail by the minority shareholder.It has many different symptoms and can seriously lick stability within the company.
greenmail means that one or more minority shareholder minorities, united in a group, begin to pluck all decisions of importance for the company.It also includes intentional actions that lead to the fact that the company has to pay heavy fines.In addition, minority shareholders are able to roll value of the shares of the various available methods.
greenmail ultimately comes down to one of two goals: the promotion of self-interest and receive power over a company or forcing the majority shareholders to buy back shares from small shareholders at unreasonably high prices.
