Shareholders
LexInter | January 22, 2002 | 0 Comments

Shareholders

The shareholders are the holders of the shares. Shareholders hold securities representing part of the company’s capital . These securities are dematerialized.

The shareholder is the lender of last resort to the business, the one who takes the ultimate risk of the business.

Shareholders can be natural or legal persons, they can be individually or through collective investment undertakings UCITS ( SICAV or FCP ) which are managed by fund managers

The shareholders can entrust the management of their portfolio to managers by virtue of a management mandate.

The shareholders They enjoy the rights attached to the shares . These rights will be those defined for the various types of actions.

The quality of shareholder is generally attached to the ownership of the securities, but the shares can be the object like all the goods of division of the prerogatives, for example between the usufructuary and the bare owner.

The principle is that of equality of shareholders . However, it is customary to distinguish between majority shareholders, controlling shareholders, minority shareholders, but also “small holders” and “institutional shareholders”.

Shareholders enjoy individual rights. Even holding a single share allows the shareholder to initiate the social action. The rights are attached to the shares and are transmitted with the share. The shareholder will thus be able to exercise the rights attached to the share for facts which occurred when he was not yet a shareholder. Conversely, he will no longer be able to exercise the rights relating to the facts which have affected the company once he has sold his shares.

Certain rights can only be exercised collectively, depending on a minimum holding, such as the right to request a management expertise.

The concert between shareholders involves various obligations.

When the shares are held by a legal person, crossing certain thresholds involves obligations and affects the qualification of the shareholder structure.

The length of ownership by the shareholder may, depending on the statutory clauses, influence the rights if double voting rights are provided for.

The shareholder cannot freely remain anonymous. It must indicate whether it crosses the thresholds which are set by law and possibly by the statutes. The company may also limit voting rights beyond certain thresholds. Finally, the law has developed measures to identify shareholders.

In corporate governance theories, one of the fundamental obligations of managers is to increase shareholder value

The shareholder’s right to participate in collective decisions is an essential right of shareholders enshrined in the Chateau d’Yquem judgment (Com. 9 February 1999). It cannot be conventionally waived even in SAS (Com. 23 October 2007)

A cancellation of the preferential right within the framework of a capital increase made in the interests of the company does not constitute an infringement of the shareholders’ property rights ( Cass. Com. June 18, 2002 )

Leave a Comment

Your email address will not be published.


CAPTCHA Image
Reload Image